Loading...
2009/09/14COUNCIL MEETING Monday, September 14, 2009 Order of Business and Agenda Package Alzheimer Coffee Break Habitat For Humanity COUNCIL MEETING September 14, 2009 PRAYER: Councillor Maves ADOPTION OF MINUTES: Council Minutes of August 31S 2009 DISCLOSURES OF PECUNIARY INTEREST Disclosures of pecuniary interest and a brief explanation thereof will be made for the current Council Meeting at this time. DEPUTATIONS /PRESENTATIONS Teena Kindt, Director of Development, Alzheimer Society, will be speaking about the upcoming Annual Society fundraiser which will take place on September 17, 2009. Alastair Davis, Chief Executive Officer, will make a powerpoint presentation to Council highlighting the mission of Habitat. MAYOR'S REPORTS, ANNOUNCEMENTS _2 COMMUNICATIONS AND COMMENTS OF THE CITY CLERK 1. Niagara Falls Ministerial Fellowship - Request the week of September 27 - October 3' 2009 be proclaimed as a "Week of Prayer" in the City of Niagara Falls. RECOMMENDATION: For the Approval of Council. 2. Recreation Committee - Motion from Committee re: Thorold Stone Rd extension RECOMMENDATION: For the Information of Council. 3. The Royal Canadian Legion - Request that September 16 to 22 " 2009 be proclaimed as "Legion Week" in the City of Niagara Falls. RECOMMENDATION: For the Approval of Council. Additional Items for Council Consideration: The City Clerk will advise of any further items for Council consideration. * * * ** REPORTS 2010 Budget 1. The City of Niagara Falls 2010 Budget ( Packaged Separately) RATIFICATION OF COMMUNITY SERVICES COMMITTEE ACTIONS (Councillor loannoni, Chair) RATIFICATION OF CORPORATE SERVICES COMMITTEE ACTIONS (Councillor Pietrangelo, Chair) RATIFICATION OF "IN CAMERA" RECOMMENDATIONS CONSENT AGENDA THE CONSENT AGENDA IS A SET OF REPORTS THAT COULD BE APPROVED IN ONE MOTION OF COUNCIL. THE APPROVAL ENDORSES ALL OF THE RECOMMENDATIONS CONTAINED IN EACH OF THE REPORTS WITHIN THE SET. THE SINGLE MOTION WILL SAVE TIME. PRIOR TO THE MOTION BEING TAKEN, A COUNCILLOR MAY REQUEST THAT ONE OR MORE OF THE REPORTS BE MOVED OUT OF THE CONSENT AGENDA TO BE CONSIDERED SEPARATELY. F- 2009 -47, Implementation of City's Municard MW- 2009 -66 - Tender 2008 -T -29, Bulk Sodium Chloride ( Road Salt) Regional PD- 2009 -66 - Telecommunication Facility Consultation, 6700 Fallsview Boulevard, Niagara Falls Fire Services PD- 2009 -68 - CB&FIG-2009-003, Commercial Building & Facade Improvement Grant Applicant: Francis Patterson, 5647 Main Street PD- 2009 -69 - CB &FIG - 2009 -007, Commercial Building & Facade Improvement Grant Applicant: Tihomir Zubic, 4736 Valley Way (Euro Cafe) PRC- 2009 -28 - 2009 Arts & Culture Wall of Fame Inductees BY -LAWS The City Clerk will advise of any additional by -laws or amendments to the by -laws listed for Council consideration. 2009 -145 A by -law to amend By -law No. 2002 -081, being a by -law to appoint City employees, agents and third parties for the enforcement of provincial or municipal by -laws. 2009 -146 A by -law to hereby authorize the Mayor and Chief Administrative Officer to execute the Infrastructure Stimulus Fund Contribution Agreement between Her Majesty the Queen in right of the Province of Ontario, as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs, and the Corporation of the City of Niagara Falls. 2009 -147 A by -law to authorize the execution of an Agreement with Her Majesty the Queen in right of Canada, respecting the Accreditation Program for the City's Drinking Water Systems. - 4 - 2009 -148 A by -law to authorize the execution of an Agreement with Oakwood Place Shopping Centre Limited, Canadian Tire Real Estate Limited, McLeod Square Inc., Cookshire Developments Inc., Hamburg Honda Corporation, Scott Group of Companies Inc., The TDL Group Corp., the Regional Municipality of Niagara and the City of Niagara Falls, respecting the funding of road improvements at the McLeod Road and Queen Elizabeth Way interchange. 2009 -149 A by -law to adopt, ratify and confirm the actions of City Council at its meeting held on thel4th day of September, 2009. NEW BUSINESS (9/10/2009) Teresa Fabbro - Re: Alzheimer Coffee Break Page 1 From: To: CC: Date: Subject: Christine: You are slated for our agenda on Monday at 7:00 p.m. Thanks Dean Dean Iorfida, City Clerk Niagara Falls 905- 356 -7521, Ext. 4271 905- 356 -9083 (Fax) Christine Dean Iorfida Christine Maloney Cathy Crabbe; Teresa Fabbro 9/10/2009 10:20 AM Re: Alzheimer Coffee Break »> Christine Maloney <cmalonev @alzheimerniaaara.ca> 7/7/2009 11:09 AM »> Hello, ICs that time of year again, we're gearing up for our 14th annual Coffee Break campaign. This year, National Coffee Break Day will be held on Thursday, September 17th. I would like to request to appear before council in September to make a deputation regarding this national fundraising event. Thank you for your consideration and I look forward to hearing from you. fcid: image001.ung@01C9FEF3.63BA46B01 (9/8/2009) Teresa Fabbro - RE: Alzheimer Coffee Break Page 1 From: Christine Maloney <cmaloney @alzheimerniagara.ca> To: Teresa Fabbro <tfabbro @niagarafalls.ca> Date: 7/27/2009 8:39 AM Subject: RE: Alzheimer Coffee Break Thank you. Original Message From: Teresa Fabbro [mailto:tfabbro @niagarafalls.ca] Sent: July 24, 2009 9:41 AM To: Christine Maloney Subject: RE: Alzheimer Coffee Break Hi Christine, The Council Meeting will begin at 7:00 p.m., we will list Teena Kindt on the agenda. I will send you a copy of the agenda prior to the meeting. Thanks, Teresa »> Christine Maloney <cmaloney©alzheimerniagara.ca> 7/22/2009 11:28 AM »> Thank you Teresa. What time? Teena Kindt, CEO of the Alzheimer Society Niagara Region will be speaking. Christine Original Message From: Teresa Fabbro [ mailto:tfabbro @niagarafalls.ca] Sent: July 20, 2009 6:05 PM To: Christine Maloney Subject: Alzheimer Coffee Break Hi Christine, Thank you for your email. We will schedule to have this come to Council on September 14, 2009. If you require any additional information, please don't hesitate to contact me. Thanks, Teresa Teresa Fabbro Secretary to Council City of Niagara Falls tfabbro @n iagarafal Is.ca 905- 356 -7521 ext. 4273 fax: 905 - 356 -9083 (8/25/2009) Dean lorfida Habitat presentation to City Council August 31/09 From: "Alastair Davis" <aastair @habitatniagara.on.ca> To: "Dean lorfida" <diorfida @niagarafalls.ca> Date: 8/25/2009 3:08 PM Sort of Subject: Habitat presentation to City Council - August 31/09 CC: <edujlovic @niagarafalls.ca >, <lisa @Habitatniagara.on.ca> Habitat appreciates the opportunity to present to City council on Asst See, N f 31st with the following objectives; 1. 2. cycle of poverty 3. Community partnerships (service clubs, gift in kind, DSBN, etc) 4. Invite the City to advocate /champion with Habitat to build homes in Niagara Falls - ( provide land, waive fees) 5. Answer questions I have a ppt presentation to support the presentation....do you want it in advance? I can also provide the ppt in advance as Handouts. Let me know if you have any questions. Highlight the mission of Habitat Explain our unique affordable homeownership program to break the Alastair Alastair Davis Chief Executive Officer Habitat for Humanity Niagara 141 Cushman Rd St Catharines, ON L2M 6T2 905 -685 -7395 ext 207 www.habitatniagara.on.ca < http: / /www.habitatniagara.on.ca> "Buy a House, Build a Home" campaign is on now at The Home Depot stores across Canada. Support Habitat Niagara by buying a paper house for $2.00 at your local Home Depot store. Hurry, campaign ends August 30th! Office of the Mayor Inter - Department Memorandum TO: Dean Iorfida FROM: Jennifer Manning Ext. 4205 RE: Council Information Hello Dean: NIi C. FELLS CLERKS '09108051414 DATE: August 5, 2009 Would you please have the attached information from OurTurn who is requesting a Proclamation in support of "Week of Prayer" September 27 to October 3/09 distributed to council. Thanks, Jennifer online: ourturn.ca turnp A city -wide week of prayer and turning back to God in our local churches and community. August 4, 2009 Mayor and City Council of Niagara Falls City Hall 4310 Queen Street Niagara Falls, Ontario L2E 6X5 Dear City Council, Once again this Fall it is the pleasure of the Niagara Falls Ministerial Fellowship to coordinate a week of prayer for our city, for the citizens and churches of our city. This will be our fourth annual OurTurn Week of Prayer, and each year since the first, City Council has affirmed the week on the city calendar. Once again this year, we request that you consider declaring the week of September g7 (Sunday) to October 3 (Saturday) a "Week of Prayer for the City of Niagara Falls." Events this year will include: • a "Call to Prayer" on Sunday • "Meet at the Pole" for schools on Tuesday where students will be invited to pray for their schools • a gathering of pastors at City Hall to pray for our Mayor and Council and the city on Wednesday • the Mayor's Prayer Breakfast on Thursday • prayer gatherings of congregations across the city through the week • an "OurTurn to Serve" project to help those in need • a concluding "celebration and prayer walk" on Saturday. OurTurn is a recognition of our collective need for God's favor on our city—in every life, every home, every sector. As it has been our privilege as pastors to pray together through the year —for you as a Council and for the operations and people of our city, we look forward to this week of gathering the people and churches of our city to prayer. God's grace to you as you give leadership through your mandate as a Council. Rev. Martin Goode, NFMF Chair Also on the OurTurn 2009 Planning Team: David Chubb, Dale Hiebert, Herm Plett, Brandon Duff, Rudy Ouwehand, Terry Miller, Bruce Miller face and turn from their waked ways,, d! 2 Chronicles 7•14 "if my peep rrho are cal ed by my name . ✓id numole Themselves and pray and seek then will l , ear from neavenano will forgive their sin and wdl he,al their is 0%10/2009 dean lorflda Recreation Committee - request from September 8 2009 meeting Page 1 From: To: Date: Subject: Attachments: CC: Hi Dean, Denyse Morrissey, B.A; M.P.A. Director Parks, Recreation & Culture City of Niagara Falls 7150 Montrose Road, Unit 1 Niagara Falls, Ontario L2H 3N3 Phone: (905) 356 -7521 ext. 3331 Fax: (905) 356 -7404 email: dmorrissev@niaciarafalls.ca web: www.niaciarafalls.ca Denyse Morrissey Dean Iorfida 9/10/2009 10:31 AM Recreation Committee - request from September 8, 2009 meeting Thorold Stone Road Extension Memorandum.wpd Beth Angle; dschram @uemconsulting.com; Ed Dujlovic; Kathy Moldenhauer... Please find attached the motion that was made by the Recreation Committee at the September 8, 2009 meeting regarding the Thoroldstone Rd extensions. As staff confirmed the Committee had been provided with report from August 10, 2009 Council or MW- 2009 -57 and the July 31, 2009 letter from the Region (which was an attachment to that report). The Committee was provided the report on August 10, 2009. Regards, Denyse Community Services Department Parks, Recreation & Culture Inter - Department Memorandum TO: Dean Iorfida, Clerk DATE: September 9, 2009 FROM: Denyse Morrissey Director of Parks, Recreation and Culture RE: Thorold Stone Road Extension Access to Gale Centre The Niagara Falls Recreation Committee respectfully requests that Council consider the importance of the Thorold Stone Road Extension to the success of the Gale Centre Project and the potential impact of traffic on Fourth Avenue and the surrounding streets if it is not completed in a timely fashion. At the September 8, 2009, Recreation Committee Meeting, the Thorold Stone Road Extension as access to the Gale Centre was discussed in detail and the following motion was made: IT WAS MOVED BY Don Jackson, seconded by Rich Merlino, that the Recreation Committee expresses strong disappointment that the Thorold Stone Road extension will not be ready for the opening of the Gale Centre and would like Regional Officials to provide an explanation and solutions to the unacceptable delay and discuss any possible alternatives to fast track the process. Motion Carried Unanimously The members of the Recreation Committee appreciate Council's consideration to this request. C:Documents and Settings1d1202\Local Settings\Temp\XPgrpwise\Thorold Stone Road Extension Memorandum.wpd Working Together to Serve Our Community (911 0/2009) D lorfida - Re Fwd: Recreation Committee - Thoroldstone 'Rd Page 1= From: Subject: Dean lorfida Re: Fwd: Recreation Committee - Thoroldstone Rd »> Ed Dujlovic 9/9/2009 9:20 AM »> All, As a reminder, Dean forwarded Council Resolution 28 to the Region on July 13, 2009 which asked that" That Regional Staff be respectfully requested to expedite the extension of Thorold Stone Road in time for the Spring 2010 opening of the Gale Centre ". Joe Cousins of the Region responded on July 31, 2009. This letter was attached to report MW- 2009 -57 Update Thorold Stone Road extension that was presented to Council on August 10, 2009. Regards, Ed The City of Niagara Falls, Ontario Resolution No. 30 Moved by Councillor Wing Seconded by Councillor Pietrangelo 1 I, LiL; r&14 CITY or . CANADA N IAGARA FAO July 20, 2009 WHEREAS illegal taxi cab operations have flourished in the Niagara Region and elsewhere in Ontario, and WHEREAS despite fines and even prison terms for owners, illegal cab services continue to operate; and WHEREAS drivers of illegal cabs often have criminal records, driver's licence violations and no insurance; and WHEREAS unregulated taxi cabs pose a safety hazard to residents and tourists in Niagara; and WHEREAS the Niagara Regional Police Service estimates that over $1.5 million in income goes unreported from these operations; and WHEREAS amendments to the Highway Traffic Act have been positive but not enough of a deterrent; and WHEREAS the ideal deterrent would be one that takes away the livelihood of the illegal cab operators. THEREFORE BE IT RESOLVED that the Minister of Transportation and Ministry staff investigate amendments to the Highway Traffic Act that will allow for the seizure of vehicles, increased fines and any other penalties that will effectively deter the illegal cab trade. AND The Seal of the Corporation be hereto affixed. Carried Unanimously crazia DEAN IOTfFIDA R. T. (TED) SALCI CITY CLERK MAYOR (9/10/2009) Teresa Fabbro - Page 1 From: Marilynn Van Zant <marivanz@hotmail.com> To. Theresa Fabbro <tfabbro @niagarafalls.ca> Date: 9/10/2009 11:24 AM September 10th, 2009 Mayor Ted Salci 4310 Queen St. Niagara Falls, Ontario Dear Mayor Salci: On behalf of the Royal Canadian Legion Branches No. 51, 396 and 479, we request that the week of September 16th to 22nd be proclaimed "LEGION WEEK'. This week is observed throughout Canada and many Branches will have activities to make the public aware of Branch and Community projects. Branch 51 will be resposible for the payment of publication and Proclamation in the Niagara Falls Review. Thank you for your attention to this very important event. For any further information, please contact M. J. VanZant at 905- 354 -8331. Your truly Joe Laderoute President, Branch 51 cc. Branch 479 396 421 (9/10/2009) Teresa Fabbro - Legion Week Page 1 From: Marilynn Van Zant <marivanz @hotmail.com> To: <tfabbro @niagarafalls.ca> Date: 9/10/2009 11:18 AM Subject: Legion Week Sept 10th, 2009 Mayor Ted Salci 4310 Queen St. Niagara Falls, Ontario Dear Mayor Salci: On behalf of the Royal Canadian Legion Branches 51, 396, and 479, we request that permission be granted for a Legion Flag Raising Ceremony to be held on Monday, September 14th, 2009 at 10 a.m. in honour of Legion week. This week is observed throughout Canada and it would be greatly appreciated if permission could be received to fly the "Canada Remembers" flag at City Hall. We also request your presentee and members of City Council at this event. We appreciate your attention to this matter. Yours truly Joe Laderoute President Marilynn Van Zant REPORT TO: His Worship Mayor Ted Salci and Members of the Municipal Council City of Niagara Falls SUBMITTED BY: Finance SUBJECT: F- 2009 -47 Civic Strategies Inc. Municard Program RECOMMENDATION That the City does not implement the Municard at the present time. EXECUTIVE SUMMARY BACKGROUND F- 2009 -47 NiagarafgIls September 14, 2009 cnnnoa In 2008, Council was approached by Civic Strategies Inc in respect to implementing their credit card program for the residents of Niagara Falls. Council requested that staff monitor the implementation of the Municard product in other Ontario municipalities and to report back to Council. While the Municard was implemented in the City of Vaughan, there have been no other examples of the implementation to date. In fact, during 2009, the City of Oshawa cancelled its agreement with Civic Strategies Inc. to implement the card in that municipality due to numerous delays, changes in senior management and banking difficulties, experienced through the process. At the present time, staff does not recommend taking any further action in this matter. In 2007, Civic Strategies Inc. approached City staff with an opportunity to provide a credit card to residents of the communities who were interested in having a unique credit card that provided rebates to cardholders. The management team of Civic Strategies had indicated that the City of Vaughan had successfully implemented the card program and that other municipalities, notably the City of Oshawa, had entered into agreements to do the same. Report F- 2008 -25 had provided an overview of the card and its purported benefits. At the time of report, Council requested that staff monitor the implementation in other centres and that staff report back to the Council on the benefits of pursuing an implementation strategy. In the last year, Civic Strategies Inc. has faced some challenges which have led to delays in implementing the Municard in Ontario municipalities. Oshawa has cancelled its program agreement with Civic Strategies Inc. citing numerous difficulties including the loss and non replacement of the CEO and the breakdown of the agreement with the third party banking institution. At the present time, staff is not aware of any municipalities that have engaged this firm to implement the municard program. Based on these factors, staff does not recommend investing any further staff time in monitoring this initiative. September 14, 2009 FINANCIAL /STAFFING /LEGAL IMPLICATIONS - 2 - F- 2009 -47 There is no financial benefit to continuing to monitor this program at this time, but should circumstances change, staff will advise Council. Recommended by: Approved by: Respectfully submitted: TH /Iw j/ Todd Har ison, Elector of Financial Services K. E. Burden, Executive Director, Corporate Services Ken Tod • Chief Administrative Officer NIag a 3 REPORT TO: SUBMITTED BY: SUBJECT: RECOMMENDATION EXECUTIVE SUMMARY BACKGROUND Sifto Canada Corp. Mississauga, Ontario ANALYSIS /RATIONALE Councillor Carolynn loannoni, Chair and Members of the Community Services Committee City of Niagara Falls Community Services Department MW- 2009 -66 BULK SODIUM CHLORIDE (ROAD SALT ) TENDER TENDER 2008 -T -29 That Bulk Sodium Chloride (road salt) be purchased from Cargill Deicing Technology, Pickering, Ontario for the Year (2009/2010 winter season) as set out in Tender 2008 -T -29. The City's Winter Maintenance Policy specifies the type of materials used to responsed to winter conditions. Although Municipal Works staff have been using a brine mixture to treat steep hills, bridge decks and mist areas the majority of the material spread on City roads is a mixture of sand and granular salt. It is anticipated that the City may use up to 6,000 tonnes of salt for this winter season. The unit price to supply road salt fro the 2009/2010 winter season will be $56.31 per tonne for a projected cost of $337,860 excluding taxes. The City of Niagara Falls participated in the 2008 Regional tender for the supply of Bulk Sodium Chloride (Road Salt). Tenders were received from two suppliers with the results as follows: Suppliers Unit Price (per tonne) 2008/09 2009/10 2010/11 Cargill Deicing Technology Pickering, Ontario $53.12 +6% +6% $72.02 No Bid No Bid MW- 2009 -66 September 14, 2009 Tender 2008 -T -29 included options to supply road salts for Year II and Year III of the contract. The Niagara Regional Public Purchasing Committee has reviewed the tender and pricing and has recommended that the contract be extended to include the Year II option of a 6% increase. The salt price for the 2009/2010 winter season will be $56.31 per tonne. Recent winter weather patterns have placed higher demand on the supply of road salt thus resulting in a higher unit price. September 14, 2009 FINANCIALILEGAL IMPLICATIONS The order will be placed by the Niagara Public Purchasing committee and invoiced to the City upon delivery. Due to the storage capacity for this material at the Service Centre it is likely that we will be ordering material on an as- needed basis The 2009 Operating Budget includes an anticipated expenditure of $360,649 for the purchase of Sand and Salt material. To date, we have spent approximately $357,400 or 1% under budget. We currently have approximately 125 tonnes in stock which should be sufficient to cover the months of November and December under normal conditions. The impact of this purchase will be realized in the 2010 Operating Budget however authorization to purchase up to 6000 tonnes at this quoted price is needed now in order to prepare for the onset of winter conditions. CITY'S STRATEGIC COMMITMENT This purchase meets the intent of Council's priority to continue to monitor and improve the efficiency of the organization. Recommended by: Approved by: Respectfully submitted: w 4 T.Mussari S: \REPORTS\20091MW- 2009 -66 - Tender 2008 -T -29 - Road Salt.wpd - MW-2009-66 Geoff Holman, Director of Municipal Works Ken odd, Chief Administrative Officer or of Community Services Niagara,Falls c on REPORT TO: His Worship Mayor Ted Salci and Members of the Municipal Council City of Niagara Falls SUBMITTED BY: Planning & Development SUBJECT: PD- 2009 -66 Telecommunication Facility Consultation 6700 Fallsview Boulevard, Niagara Falls Fire Services RECOMMENDATION PD- 2009 -66 September 14, 2009 It is recommended that Industry Canada be advised that the City of Niagara Falls has no objection to the construction of a side mounted radio antenna on the Embassy Suites Hotel at 6700 Fallsview Boulevard in Niagara Falls. EXECUTIVE SUMMARY The proposal by the City's Fire Services to erect a radio antenna facility in the Fallsview District can be supported based on the following: the antenna facility would provide much needed coverage for fire safety in the area; the antenna will be mounted on the side of an existing high rise building and will not interfere with traffic function; the antenna is small in size and should not be a visual distraction; and no objections were received through public consultation or staff circulation. BACKGROUND The City's Fire Services has identified a lack of emergency radio coverage for fire fighters responding to emergencies within the Fallsview area. One of the options identified to address this situation is a site mounted radio antenna system on the Embassy Suites building on Fallsview Boulevard. The antenna would most probably be placed on the northwest side of the hotel to provide coverage to the high rise hotel tourist area to the north. Industry Canada is responsible for the licensing and approval of telecommunication equipment and facilities. As part of the application process, proponents of new systems are required to consult with local municipalities and the public in accordance with local protocols. The City adopted a Consultation Process for Radio Telecommunication Facilities in July, 2008. The protocol requires the proponent of a facility to hold a public information meeting and to forward any written or oral concerns /issues received from the public to the City to form part of their deliberation of the proposal. If concerns have been raised, the method by which the proponent has dealt with it must also be forwarded to the City. The decision of Council serves as a written response to Industry Canada on behalf of the City for the proposal. September 14, 2009 - 2 - PD- 2009 -66 ANALYSIS Fire Services conducted notification to the public made through mailings and an information meeting held on August 13, 2008. No written or oral comments were received. Planning staff has circulated the proposal to City Departments for information and comments and have received no objections. A concern by the Traffic Division regarding the clearance of the system from street level has been addressed by Fire Services with assurances that the system would be more than 10 metres from street level. The antenna itself consists of a mount with height of 18 feet and a receiver with a diameter of 2 feet. The antenna would be mounted at a height that would provide the needed coverage for the area. Based on design and size as well as its location on the side face of a high rise commercial structure in the tourist area, there should be minimal visual impact of the antenna system at street level. LEGAL IMPLICATIONS Should this location be chosen and approved the City will enter into agreement with Embassy Suites for mounting of the system. Fire Services will follow up this approval with a request for proposals for the telecommunication equipment. The cost of the equipment will be covered within the approved 2009 budget. LIST OF ATTACHMENTS ► Appendix 1 - is a location map identifying the Embassy Suites Hotel lands. • Appendix 2 - contains the specifications for the antenna system. Recommended by: Approved by: Respectfully submitted: 4 Alex Herlovitch, Director of Planning & Development u�fovic Ed D , Executive Director, Community Services Ken odd, Chief Administrative Officer F.Berardi:mb Attach. S:\PDR12009 \PD- 2009 -66, Telecommunication Facility Consultration, 6700 Fallsview Blvd.wpd September 14, 2009 - 3 - APPENDIX 1 PD- 2009 -66 September 14, 2009 - 4 - APPENDIX 2 PD- 2009 -66 Antennas - Base Station Directional SD224 (SRL224) 6 / 9 dBd, omnl /offset exposed dipole array antenna - field adjustable • Offers omndirectional (6 dBd) or offset (9 dBd) coverage • Antenna pattern may be easily changed in the field Frequency Range VSWR (max) Gain ♦- Beamwidth Vertical BeamwMth Horizontal Average Power Input (max) Polarization Height Width Depth Weight Connector Mouthing information (note) Temperature Range Wind Loading Area Survival Wind Velocity Lateral Threat Banding Moment 132 to 174 MHz 1.6:1 6 Omni 19 Offset (nom.) dad 16 degrees 170 Offset degrees 300 watts Vertical 216(8186.4) in. (mm) 14 (368.8) In. (mm) 4 (101.8) In. (mm) 38(16.91) lbs. (kg) N•male 8.88'- 2.88" dla. (22A mm -73.16 mm) 40 to +60°C 2.6 (0.24) ft-sq. (meq.) 106 (168) MPH (km(h) 116(516) lbs. (N) 826(847.6)ft4bs.(Nm) Notes: Frequency band options: 1 • 132.142 MHz 2 .137.147 MHz 3 .142.162 Mhz 4.147 -167 Mhz 5.162.162 Mhz 8 .165-186 Mtn 7.104174 Mhz • Mechanical specs are based on the •1" model. -Wind Loading Area epees are flat plate equivalent - Lateral Thrust and Bending Moment specs are based on 100 MPH with no lee. • Clamp values are min/max. for the clamp only. -Aso available in the 213423 MHz frequency range Customer Support United Slates - 1 800 288 2763, Canada - 1 800 263 3276. Europe/Middle East/Africa - +44(0)1223 42 0303 www.sinctech.com This Specification Sleet is for reference purposes only and is subject to change wlthoul notice. Copyright 0 Sinciair Technologies Inc. Version it 2003.2 Last Revised: 19-Aug -03 Niagarapafls REPORT TO: His Worship Mayor Ted Salci and Members of the Municipal Council City of Niagara Falls SUBMITTED BY: Planning & Development RECOMMENDATION EXECUTIVE SUMMARY The application can be supported because: BACKGROUND ANALYSIS /RATIONALE PD- 2009 -68 September 14, 2009 SUBJECT: PD- 2009 -68 CB &FIG - 2009 -003, Commercial Building & Facade Improvement Grant Application Applicant: Francis Patterson 5647 Main Street (Niagara Funeral Home) That the Commercial Building & Facade Improvement Grant Application for 5647 Main Street be approved subject to the owner satisfying the program requirements, and the Mayor and Clerk being authorized to execute the grant agreement. the items are eligible under the Facade Improvement Grant program; sufficient funds are available in the 2009 CIP Budget; and the work will improve the appearance of the Niagara Funeral Home Building and area. The City has received an application for funding from Francis Patterson, the owner of Niagara Funeral Home. This is the third CIP application received this year in the Historic Drummondville area. The existing Funeral Home building is a modern looking building. The owner is proposing improvements that will see the replacement of three bay windows, new awnings and signage. It is these items that are eligible for funding assistance under the facade improvement program. The cost of these items is estimated to be $18,900. Therefore, the owner would be eligible to receive 50% or $9,450. The owner is carrying out a number of additional improvements to the property that are not eligible costs and they include a new driveway and parking lot, railings to the front of the funeral home and fencing. The proposed work by the owner complies with the eligibility criteria as contained in the Commercial Building & Facade Improvement Grant Program. The owner contacted the Planning Division several months ago regarding his intent to make application for funding. The original cost estimates were submitted in early July and final application was received on August 20, 2009. In the interim, some work has been carried out with the installation of the new sign. The owner advised that he moved forward on the sign installation because the contractor was available. The owner is aware that the application should be approved by Council prior to any work being started. The new sign is more in keeping with the heritage theme desired for the Historic Drummondville area. September 14, 2009 - 2 - PD- 2009 -68 FINANCIAL IMPLICATIONS The approval of this application will require the City to provide a grant to the applicant. Staff is estimating that the eligible grant that will be paid to the applicant will be $9,450 based on estimated costs of $18,900. The grant amount will be provided from the CIP funding in the Approved 2009 General Purpose Budget (11 -3- 823007 - 050000). In addition, once the recipient receives the grant, the City will request that the Region of Niagara provide the City with one half of the grant paid to the applicant. As a result, the net expenditure to the City of this applicant is estimated to be $4,725. CITY'S STRATEGIC COMMITMENT The approval of the grant application will satisfy the objectives of the Historic Drummondville CIP and encourage the continued improvement of buildings within the CIP boundary. LIST OF ATTACHMENTS Appendix 1 - Location map of the property. Appendix 2 - Illustrates the funeral home building and new signage. Recommended by: Approved by: Respectfully submitted: b c B.Bolibruck Attach. S:1PDR\2009\PD- 2009 -68, CB &FIG- 2009 -003, Patterson, 5647 Main St.wpd Alex Herlovitcl1„ Director of Planning & Development Ed Dujlovic, Executive Director, Community Services i Ken T odd, Chief Administrative Officer September 14, 2009 - 3 - APPENDIX 1 PD- 2009 -68 Location Map - 5647 Main Street 11111- mu1_ unio mina Ilpmnnl - -J �� Ali N OR ni Si )1\111' — 11111 =I 1 *1111111 =11111=1 n1111= 1111111111_1 1111111I■ -: FERRY, S( — �ROE3lNSON�S ■t11111111jt 11111 IMO ION -- - OPEN NMI - -- =PI - - - NMI INN -- -- MIN MEM -- MIMS s MINN Itt LUNDYS JANET 1111111111111 °- IIIu111111{JIIIIIII A ir Mix IUD gni: Elliott. 2 5647 Mein St Merle Drummondville Cammuretj Improvement Prop Pm _11all1111IIIIIi11It!!1• MI MEI 11 SVRING';T =111111111111 Ill { { {IIH ■ 1 { {Il {11111 �IIIII 11111 1� 1�1111111 i Sournber 2009 @w18_ReNSDOONGSV IeneY1rn`aWleakteurrmonthele MSO September 14, 2009 - 4 - APPENDIX 2 PD-2009-68 „oissomm1 s Niagara,Falls CANADA REPORT TO: SUBMITTED BY: SUBJECT: RECOMMENDATION EXECUTIVE SUMMARY • • • BACKGROUND ANALYSIS /RATIONALE His Worship Mayor Ted Salci and Members of the Municipal Council City of Niagara Falls Planning & Development PD- 2009 -69 September 14, 2009 PD- 2009 -69 CB &FIG - 2009 -007, Commercial Building & Facade Improvement Grant Application Applicant: Tihomir Zubic 4736 Valley Way (Euro Cafe) That the Commercial Building & Facade Improvement Grant Application for 4736 Valley Way be approved subject to the owner satisfying the program requirements, and that the Mayor and Clerk be authorized to execute the grant agreement. The application can be supported because: the items are eligible under the Facade Improvement Grant program; sufficient funds are available in the 2009 CIP Budget; and the work will improve the appearance of the Euro Cafe and have a positive impact on the revitalization of the Downtown area. The City has received it's eighth CB &FIG application of 2009 for the Downtown area. The property is currently occupied by the Euro Cafe. The owner wishes to undertake a number of improvements to the facade and repair the existing roof. The extent of improvements to the facade include a new door and picture window, removal of wooden siding, new lighting and awning, and upper cornice and parapet repairs. The colours of the facade will satisfy the heritage colours as referenced in the City's Urban Design Guidelines (June 2007). The cost of the facade improvements will be approximately $15,500. The building has a flat roof that needs to be repaired. The estimated cost of the roof work is $7,500. The total cost of the improvements is estimated at $23,000. The owner would be eligible for 50% or $11,500 of these costs. The proposed work complies with the eligibility items contained in the Commercial Building and Facade Improvement Program for the Downtown CIP. The main glass window of the Euro Cafe is reflective glass and it does not project a warm and welcome feeling in the area. This window will be replaced. The detailed finishing of the facade will satisfy the objective of creating a more historical appearance of the building for Downtown. September 14, 2009 - 2 - PD- 2009 -69 FINANCIAL IMPLICATIONS The approval of this application will require the City to provide a grant to the applicant. Staff is estimating that the eligible grant that will be paid to the applicant will be $11,500 based on estimated costs of $23,000. The grant amount will be provided from the CIP funding in the Approved 2009 General Purpose Budget (11 -3- 823005 - 050000). In addition, once the recipient receives the grant, the City will request that the Region of Niagara provide the City with one half of the facade portion of the grant paid to the applicant. As a result, the net expenditure to the City of this applicant is estimated to be $7,625. CITY'S STRATEGIC COMMITMENT The approval of the grant application will satisfy the objectives of the Downtown CIP and encourage the continued rejuvenation of the area. LIST OF ATTACHMENTS Appendix 1 - Location map of the subject property. ► Appendix 2 - Illustrates the proposed facade by the owner. Ilan() k2 Recommended by: Approved by: Respectfully submitted: B.Bolibruck Attach. S: \PDR\2009 \PD- 2009 -69, CB &FIG - 2009 -007, Zubic, 4736 Valley Way.wpd Alex Herlovitch, Director of Planning & Development Ed Dujlovic,`, Executive Director, Community Services I 4,4,-0 Ken Todd, Chief Administrative Officer September 14, 2009 - 3 - APPENDIX 1 PD- 2009 -69 Z N — SU MIN ego MIME S* WI SID USE SP! S — IS III SI -- ir e a s a Nib I1 — a b ur 11 Itt s ;.■ MI lsrn EMIR, III ,11111 ■111: M S ��_ S Soso -- _- = � ISM Sul or is 1S Nom mow imm• owl 1 NM 1 • 1 1 1 6 F O 1 m 1 1 11 1 Ie� September 14, 2009 - 4 - APPENDIX 2 PD- 2009 -69 NiagaraFaJIs September 14, 2009 rt nnnn REPORT TO: His Worship Mayor Ted Salci and Members of the Municipal Council City of Niagara Falls SUBMITTED BY: Parks, Recreation & Culture SUBJECT: PRC- 2009 -28 2009 Arts & Culture Wall of Fame Inductees RECOMMENDATION That Council approve the following 2009 Arts & Culture Wall of Fame Inductees: EXECUTIVE SUMMARY The Arts & Culture Committee hosts the Niagara Falls Arts and Culture Wall of Fame Induction Ceremony, annually each Fall. Induction into the Wall of Fame is a special acknowledgement recognizing the contributions and achievements of citizens, past and present, as well as the works -of -art that reflect the best of Niagara Falls. The 2009 Induction Ceremony is scheduled for Saturday, October 31, 2009. BACKGROUND: Niagara Falls Concert Band Francis James Petrie Olha & Mykola Kolankiwsky W. Bruce Leslie Robert Bracken On August 5, 2009, the Arts & Culture Awards Sub Committee reviewed the Arts & Culture Wall of Fame nomination forms and selected nominees for induction into the 2009 Niagara Falls Arts & Culture Wall of Fame. The objectives of the Arts & Culture Wall of Fame are: PRC- 2009 -28 1. To serve as a visual memory of artistic and cultural contributions in the City of Niagara Falls; 2. To ensure that both past and present residents receive due recognition for their artistic and cultural contributions; and September 14, 2009 - 2 - PRC- 2009 -28 3. To ensure that works -of -art are recognized for their contribution to the arts and cultural landscape of Niagara Falls. Inductees must illustrate the following to be inducted onto the Wall of Fame: a) outstanding achievement in their artistic or cultural field; b) a measurable impact on the Niagara Falls community must be illustrated municipally, provincially, nationally or internationally; c) a person must have resided in Niagara Falls for an extensive period of time; d) community sponsors must have a minimum of five (5) years of significant contribution. The categories of induction are as follows: 1. Community Builder(s): an individual(s) who has made outstanding contributions to the community's arts and culture for an extensive period of time. 2. Artist(s)/Work(s) of Art: an individual(s) or form of art who /that has been recognized for their /its outstanding contribution or has brought significant recognition to Niagara Falls. 3. Community Sponsor(s): an individual(s), business, or organization that has made a significant contribution, in the form of financial or services in kind, to the enhancement of arts and culture in the community. Attached is a brief description of the inductees' achievements. LIST OF ATTACHMENTS 1. Background information on all 2009 Inductees Recommended by: Approved by: Respectfully submitted: BA 5 Denyse Morrissey Director of Parks, Recreation & Culture Ed Dujlovic, Executive Director, Community Services Ken Chief Administrative Officer Niagara Falls Concert Band Francis James Petrie Robert Bracken Olha & Mykola Kolankiwsky Attachment: PRC- 2009 -28 Wall of Fame 2009 Inductees The Niagara Falls Concert Band has been in existence since 1871. It has performed at many City functions such as Remembrance Day Services, Canada Day Celebrations, visits to the City by various dignitaries and has provided high quality entertainment to the residents of the City for 137 years. The band has undergone many changes but remains active in the community performing at functions as well as at summer concert series and retirement residences. The band has been instrumental in promoting live music in Niagara Falls and provides a place in which talented musicians can use their skills. Francis J. Petrie is best known for his "History in the News" column in the Niagara Falls News, starting in 1961 and his 1092n column had just been published at the time of his death on September 23, 1983. Francis was the first Official Historian for the City of Niagara Falls (appointed 1970), served as the first Chair of the Niagara Falls LACAC, and member of the City's Board of Museums, the Niagara Peninsula Conservation Authority, and the Niagara Falls Public Library Board. He was also a member of various local historical societies and held office in them. He was a popular speaker and taught local history classes in a number of high schools. He also wrote a number of popular local history publications. In 1976, he received the Murie Misty Award for promoting Niagara Falls without being connected to the tourist industry. Francis accumulated a vast collection of local history material of which the major portion known as the Francis Petrie Collection, is now housed in the Niagara Falls Public Library. His love of local history inspired others to discover their own appreciation for history. Robert Bracken has always had an avid interest in Canadian Aviation history and in 1985 he decided to write a book in recognition of r World War Spitfire fighter pilots and ground crew which had never before been documented. Over the next 10 years in his spare time he located, contacted, and personally interviewed many of these veterans He recorded personal stories and collected photographs never before seen even by historians. Several of these pilots were from Niagara Falls and in doing this project, because of all of the information he had amassed, he even reunited several pilots with the planes which they flew. Several years into the research he realized that one book would never be enough and that a series of three would be his goal. In 1995 Volume 1 was published and in 1999, Volume 2. Volume 3 manuscript is now at the publisher. Volumes 1 and 2 have sold well in Canada as well as Europe. They can be found in most libraries in Canada. Olha and Mykola Kolankiwky founded and developed the Niagara Falls Art Gallery. The gallery houses, among other works, an important William Kurelek collection including The Passion of Christ series, as well as the more recently acquired John Burtniak Niagara Collection, with representations of the falls and other regional landmarks. They had the public in mind when they arranged purchase of the complete Passion of Christ series in March 1970, with plans to make it the central focus of their newly created art museum in Niagara Falls. A journalist and a beautician, the Kolankiwsky's were not wealthy art patrons; rather they were exceptional community minded individuals who recognized the need for a gallery in our city and dedicated their lives to developing a word class cultural resource. In 1979 the Kolankiwsky's were the driving force in setting up a charity to take over the collection and building on their deaths, to ensure public access to important works of Canadian art. Over the years they worked hard to attract volunteers to help run the gallery and their enthusiasm was infectious. They bequeathed more than 700 art pieces to the Niagara Falls Art Gallery and the permanent collections continue to grow. W. Bruce Leslie -2- W. Bruce Leslie's life as a writer and newspaper publisher began in 1904 when his father, Frank Howard Leslie, moved to Niagara Falls to purchase the Niagara Falls Weekly Review. He officially joined the Review staff in 1929. Bruce starting in the editorial department and later matured into a steady city reporter. By the 1940's he had shifted into the advertising department as an ad salesman and manager before assuming the role of general manager, editor, and acting publisher of the Review in 1956. He was also a popular columnist and wrote several daily columns for The Review including "Scouse" (a comic news column that ran from 1931 to 1940) and "Letters That Missed the Mail" (a folksy humour column that ran from 1958 -1969) which featured a character named "Joe Swampweed." Bruce was often nicknamed "Joe Swampweed" due to his strong connection with his column. His most well known column was the "From One Angle" which started in 1970 and largely reflected on the small moments that took place around his rural Willoughby home. The Leslie family sold the Review in 1973 Bruce chose to retire the following year but continued writing his "From One Angle" on a weekly basis well into his eighties. The column developed into one of the longest running newspaper columns in Canada, running in the Review for twenty -five years. Bruce Leslie passed away on December 19, 1995 at the age of 86, having spent nearly seven decades as a writer, publisher, and active member of the Niagara Falls community. CITY OF NIAGARA FALLS By -law No. 2009 - A by-law to amend By -law No. 2002 -081, being a by -law to appoint City employees, agents and third parties for the enforcement of provincial or municipal by -laws. THE COUNCIL OF THE CORPORATION OF THE CITY OF NIAGARA FALLS ENACTS AS FOLLOWS: 1. By -law No. 2002 -081 is amended by deleting Schedules "C" and "Dl" and that Schedules "C" and "D 1" attached hereto shall be inserted in lieu thereof. 2. That By -law 2009- 143 be hereby repealed. Passed this fourteenth day of September, 2009. DEAN IORFIDA, CITY CLERK R. T. (TED) SALCI, MAYOR First Reading: Second Reading: Third Reading: September 14, 2009. September 14, 2009. September 14, 2009. 1. Parking By -law Enforcement Officers: Beth Angle Sam Arnold Charles Arsenault Sylvio Basque James Edward Bird Gordon Boardman Gabe Bogucki Jordan Brouillard Robert Bunn Bob Bunston Marzenna Carrick Julio Cavaliere Bob Chambers Joe Corradi Bill Crowder Alex DeGaust Larry Desormeaux Bob DiGirolamo Larry Downing Hanya Goforth Kevin Howe Les Jarvis Erroll Kettell Norm Leonard David Lewis John MacLeod Rob McDonald John McPherson Kerri Michaud Kathy Moldenhauer Chris Nave Al Poisson Stephan Portelance Jim Reggler Stewart Rodgers Philip Rudachuk Chris Russell Chris Seabrook David Smith Gary Statchura Amanda St Laurent SCHEDULE "C" Matt Vandervelde Jana Vermeulen Brenda Wylie SCHEDULE `°D1" FACTORY ONE OUTLET MALL 2. Parking By -law Enforcement Officers on private property: Leslie Aiello Charles Coffman Nick Galotta Eli H offmann Terry Loiselle Steven Lott Jeffrey Charles Petrullo Passed this fourteenth day of September, 2009 First Reading: Second Reading: Third Reading: September 14, 2009 September 14, 2009 September 14, 2009 CITY OF NIAGARA FALLS By -law No. 2009 - A by -law to hereby authorize the Mayor and Chief Administrative Officer to execute the Infrastructure Stimulus Fund Contribution Agreement between Her Majesty the Queen in right of the Province of Ontario, as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs, and the Corporation of the City of Niagara Falls. WHEREAS in April 2009, the Federal and Provincial Ministers responsible for Infrastructure recently announced the second intake of the Infrastructure Stimulus Fund (ISF); and WHEREAS the purpose of the funds are to stimulate the economy; and WHEREAS at a special meeting on April 27, 2009, Niagara Falls City Council approved the submission of the the Drummond Road reconstruction project for infrastructure funding; and WHEREAS in June 2009, the senior levels of government announced that the Drummond Road reconstruction project was a successful submission for the latest intake of the ISF. THE COUNCIL OF THE CORPORATION OF THE CITY OF NIAGARA FALLS ENACTS AS FOLLOWS: 1. An Agreement, in the form attached hereto, made between Her Majesty the Queen in right of the Province of Ontario, as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs and the Corporation of the City of Niagara Falls, respecting the Drummond Road Reconstruction project, is hereby approved and authorized. 2. The Mayor and the Chief Administrative Officer are hereby authorized to execute the said Agreement and all other documents that may be required for the purpose of carrying out the intent of this by -law. 3. The Clerk is hereby authorized to affix the corporate seal thereto and to deliver such documents. DEAN IORFIDA, CITY CLERK R.T. (TED) SALCI, MAYOR THIS AGREEMENT made in quadruplicate as of the day of , 2009. B E T W E E N: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO, as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs {referred to herein jointly as "Ontario" and as "OMAFRA" in the latter case) A N D: THE CORPORATION OF THE CITY OF NIAGARA FALLS (referred to herein as the "Recipient") WHEREAS the Government of Canada has established a $4 billion Infrastructure Stimulus Fund (ISF) under Canada's Economic Plan to mitigate against the impacts of the global economic recession by increasing the total amount of construction activity to projects that can start and be substantially completed in fiscal years 2009 -2010 and 2010 -2011; AND WHEREAS the Government of Ontario also recognizes the impacts of the global economic recession on the Province of Ontario and is actively mitigating against those impacts by increasing the total amount of construction activity to projects that can start and be substantially completed in fiscal years 2009 -2010 and 2010 -2011; AND WHEREAS the purpose of the Infrastructure Stimulus Fund Contribution Agreement ( "Agreement ") is directed at capital projects that involve moveable or non - moveable assets, constructed, rehabilitated, or improved, in whole or in part; AND WHEREAS this Agreement defines the terms and conditions of a financial contribution from the Government of Canada and the Government of Ontario to assist with projects under ISF which is being administered by the Government of Ontario; NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: This Agreement, including: Schedule "A" - General Terms and Conditions Schedule "B" - Description of the Project(s) Schedule "C" - Eligible and Ineligible Costs Schedule "D" - Project Financial Assistance Schedule "E" - Government of Canada Requirements Schedule "F" - Additional Provisions Schedule "G" - Communications Requirements ISF Contribution Agreement Schedule "H" - Expenditure and Job Creation Report Schedule °I" - Claims and Progress Statement Schedule "J" - Final Report Schedule "K" - Solemn Declaration of Substantial Completion Schedule "L" — Aboriginal Consultation Protocol constitutes the entire Agreement between the parties with respect to the subject matter contained in this Agreement and supersedes all prior oral or written representations and agreements. IN WITNESS WHEREOF, the Government of Ontario and the Recipient have respectively executed and delivered this Agreement on the date set out above. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of Energy and Infrastructure by: Name: The Honourable George Smitherman Date Title: Deputy Premier and Minister of Energy and Infrastructure and by the Minister of Agriculture, Food and Rural Affairs by: Name: The Honourable Leona Dombrowsky Date Title: Minister of Agriculture, Food and Rural Affairs RECIPIENTS NAME: THE CORPORATION OF THE CITY OF NIAGARA FALLS by: Name: Ted Salci Title: Mayor Affix Corporate Seal Name: John MacDonald Date Title: Chief Administrative Officer I/we have authority to bind the Recipient Date Page 2 of 44 ISF Contribution Agreement SCHEDULE "A" GENERAL TERMS AND CONDITIONS SECTION 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions. When used in this Agreement (including the cover and execution pages and all of the Schedules), the following terms shall have the meanings ascribed to them below unless the subject matter or context is inconsistent therewith: "Aboriginal Group(s)" includes the Indian, Inuit and the Metis peoples of Canada or any other group that has legally been recognized as holding Aboriginal or treaty rights under section 35 of the Constitution Act, 1982. "Adjust the Financial Assistance" means adjust or terminate the Financial Assistance on the Project or the amount of financial assistance for any other of the Recipient's Project(s) under the ISF, or any other provincial program(s) or initiative(s) (either current or future), and/or require repayment for some or all of the Financial Assistance for the Project in an amount to be determined by OMAFRA and within the period specified by OMAFRA. "Agreement" means this Infrastructure Stimulus Fund Contribution Agreement, including the cover and execution pages and all of the Schedules, and all amendments made hereto in accordance with the provisions hereof. "Allowable Financial Assistance" has the meaning given to it in Section 8.1 of Schedule "A" . "Asset" means any moveable or non - moveable asset, constructed, rehabilitated, or improved, in whole or in part, with Financial Assistance contributed by the Government of Canada and the Government of Ontario under this Agreement. "Business Day" means any day on which Government of Ontario offices generally are open for business in the Province of Ontario. "Claim and Progress Statement" has the meaning given to it in Section 6.3 of Schedule "A ". "Claims Submission" has the meaning given to it in Section 6.3 of Schedule "A ". "Class of Asset" means a a) Local Government Asset; b) Not - For - Profit Private Sector Asset; c) For- Profit Private Sector Asset; or d) Provincial Asset. "Communication Requirements" means the communication requirements set out in Schedule "G ", or as directed by OMAFRA from time to time. "Consultant" means any consultant, engineer, contractor, project manager, architect or other service provider, as the case may be, retained by the Recipient to undertake any part of the work related to the Project. "Contract" means a contract between a Recipient and a third party at arm's length whereby the Page 3 of 44 !SF Contribution Agreement latter agrees to provide a product or service to the Project in return for financial consideration that may be claimed as an Eligible Cost. "Crown Agency" means a Crown agency as defined in the Crown Agency Act, R.S.O. 1990, c. C.48, as amended. "Eligible Costs" means the costs so described under Part C.1 of Schedule "C" and Schedule "G". "End of Financial Assistance Date" means March 31, 2011. "Environmental Contaminant" means any hazardous or toxic substance or material including, without limitation, products of waste, contaminants, pollutants, dangerous substances noxious substances, toxic substances, hazardous wastes and flammable, explosive or improperly handled friable materials. "Environmental Laws" means all applicable federal, provincial or municipal laws, regulations, by -laws, orders, rules, policies or guidelines respecting the protection of the natural environment, public or occupational health or safety, and the manufacture, importation, handling, transportation, storage, disposal and treatment of Environmental Contaminants. and include, without limitation, the Environmental Protection Act, R.S.O. 1990, c. E. 19, as amended, the Environmental Assessment Act, R.S.O. 1990, c. E.. 18, as amended, the Ontario Water Resources Act, R.S.O. 1990, c. 0. 40, as amended the Canadian Environmental Protection Act 1999, S.C. 1999, c. 33, as amended, the Canadian Environmental Assessment Act, S.C. 1992, c. 37, as amended, the Fisheries Act, R.S.C. 1985, c. F -14, as amended and the Navigable Waters Protection Act, R.S.C. 1985, c. N -22, as amended. "Event of Default" has the meaning given to it in Section 15.1 of Schedule "A ". "Expenditure and Job Creation Report" has the meaning given to it in Section 6.2 of Schedule "A" and Schedule "H ". "Expiration Date" means March 31, 2012. "Federal Licensed Marks" has the meaning given to it in Section 5 of Schedule "E ". "Federal Maximum Financial Assistance" has the meaning set out in Schedule "D ". "Final Report" has the meaning given to it in Section 6.4 of Schedule "A ". "Final Report Date" means April 15, 2011. "Financial Assistance" means the funds paid to the Recipient pursuant to this Agreement. "Fiscal Year" means the period beginning on April 1 of a year and ending on March 31 of the following year. "For- Profit Private Sector Asset" means an Asset that is owned, or will be owned, by a for- profit private sector entity: Government of Canada" means Her Majesty the Queen in right of Canada. Page 4 of 44 ISF Contribution Agreement "Government of Ontario" means Her Majesty the Queen in right of Ontario. "Infrastructure" means publicly or privately owned capital assets in Ontario for public use or benefit. "Indemnified Parties" means Her Majesty the Queen in right of Ontario, Her Ministers, directors, officers, agents, appointees and employees and Her Majesty the Queen in right of Canada, Her Ministers, directors, officers, agents, appointees and employees. "Ineligible Costs" means the costs so described under Part C.2 of Schedule "C". "Licensed Marks" has the meaning given to it in Section 13 of Schedule "A ". "Local Government Asset" means an asset that is owned; or will be owned, by a local or regional govemment established under the laws of Ontario. "Local Services Board" means a Local Services Board established under the Northern Services Boards Act, R.S.O. 1990, c. L. 28, as amended. "Maximum Financial Assistance" has the meaning set out in Section 4.6 and Schedule "D". "Not -For- Profit Private Sector Asset" means an Asset that is owned, or will be owned, by a not- for - profit private sector entity. "Ontario Maximum Financial Assistance" has the meaning set out in Schedule "D ". "Project" means the project or projects as described in Schedule "B". "Project Completion Date" means March 31, 2011. "Project Construction Start Date" has the meaning given to it in Schedule "B ". "Project Status Report" has the meaning given to it in Section 6.1 of Schedule "A ". "Provincial Asset" means an Asset that is owned, or will be owned, by the Govemment of Ontario or by public sector body that is established by or under Ontario statute or by or under regulation. "Recipient" has the meaning given to it on the first page of this Agreement. "Solemn Declaration of Substantial Completion" is referred to in Section 6.5 and Schedule "Substantially Completed" has the same meaning as and shall be determined in accordance with "substantially performed" in subsection 2(1) of the Construction Lien Act, R.S.O. 1990; c. C.30, as amended, and "substantial completion" shall have a corresponding meaning "Term" has the same meaning set out in Section 2;1. "Total Eligible Costs" has the meaning set out in Schedule "D". Page 5 of 44 ISF Contribution Agreement 1.2 Herein, etc. The words "herein ", "hereof" and "hereunder' and other words of similar import refer to this Agreement as a whole and not to any particular schedule, article, section, paragraph or other subdivision of this Agreement. 1.3 Currency. Any reference to currency is to Canadian currency and any amount advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency. 1.4 Statutes. Any reference to a statute is to such statute and to the regulations made pursuant to such statute as such statute and regulations may at any time be amended or modified and in effect and to any statute or regulations that may be passed that have the effect of supplementing or superseding such statute or regulations. 1.5 Gender, singular, etc. Words importing the masculine gender include the feminine or neutral gender and words in the singular include the plural, and vice versa. 1.6 OMAFRA Approvals. Any reference to, or requirement for, OMAFRA's approval in this Agreement or in any schedule hereto shall be deemed to require the prior and express written approval of OMAFRA. SECTION 2 TERM OF AGREEMENT 2.1 Term. Subject to any extension or termination of this Agreement or the survival of any of the provisions of this Agreement pursuant to the provisions contained herein, this Agreement shall be in effect from the date set out on the first page of this Agreement, up to and including the Expiration Date (the "Term "). 2.2 End of Financial Assistance Date. Notwithstanding anything in this Agreement and regardless of the Project's state of completion, the Government of Ontario shall not be obligated to provide Financial Assistance under this Agreement for any costs incurred after the End of Financial Assistance Date. The Recipient will be responsible for any financial obligations after that date related to the Project or this Agreement. 2.3 Project Completion Date. The Recipient shall complete the Project by the Project Completion Date. The Government. of Ontario shall not be obligated to provide Financial Assistance under this Agreement for any costs incurred after the Project Completion Date. The Recipient will be responsible for any risks and obligations to complete the Project if the Recipient fails to complete the Project by the Project Completion Date. The Recipient will also be responsible for completing the Project as soon as possible after the Project Completion Date. SECTION 3 ELIGIBLE COSTS 3.1 Eligible Costs. For a cost to be eligible for Financial Assistance pursuant to this Agreement (an "Eligible Cost"), the cost must be included in. Schedule "C", Part C.1, except where otherwise expressly approved in writing by OMAFRA. For greater certainty, where Schedule "B" identifies a portion of the works that are specifically excluded from the description of the Project under this Agreement, the costs associated with that portion of the works are not eligible for Financial Assistance. 3.2 Discretion of OMAFRA. Subject to Section 3.1, the eligibility of any costs not listed in Page6of44 ISF Contribution Agreement Part C.1 of Schedule "C" will be determined in accordance with the policies and guidelines (if any) established by OMAFRA to administer the ISF. The final determination of the eligibility of any costs claimed is at the sole and absolute discretion of OMAFRA. 3.3 Retention of Receipts. The Recipient shall retain all accounts, documents and records of payments related to Eligible Costs including, without limitation, invoices and receipts, for audit purposes and such supporting documentation must be available to OMAFRA when requested and shall be retained until six (6) years after the Substantial Completion of the Project, any extension thereof or for such period as OMAFRA in its sole discretion may, in writing, direct. 3.4 Ineligible Costs. Notwithstanding anything else contained herein, the costs that are not eligible for Financial Assistance pursuant to this Agreement are set out in Part C.2 of Schedule "C" ("Ineligible Costs "). 3.5 Deemed Ineligible. The Recipient acknowledges that the Government of Ontario's Fiscal Year ends on March 31 in each year, and that should a cost not be submitted by the Recipient for payment of Financial Assistance before March 31 of the year following the Fiscal Year in which it was incurred, such cost may be deemed, at OMAFRA's sole and absolute discretion, ineligible for Financial Assistance. SECTION 4 FINANCIAL ASSISTANCE 4.1 Use of Financial Assistance. The Financial Assistance is intended for and shall be used only for Eligible Costs incurred by the Recipient. 4.2 Basis of Payout of Financial Assistance. The Financial Assistance will be provided by OMAFRA to the Recipient on the basis set out in Schedule "D ". 4.3 Reporting. The Recipient is required to submit Project Status Reports and Expenditure and Job Creation Reports to OMAFRA pursuant to Section 6.1 and Section 6.2 of Schedule "A" prior to OMAFRA releasing any Financial Assistance. 4.4 Financial Assistance Advanced. Based on submitted Expenditure and Job Creation Report projections demonstrating that Eligible Costs will be incurred in 2009 -10, OMAFRA may provide to the Recipient up to 25% of Eligible Costs expected to be incurred in 2009 -10 prior to OMAFRA receiving evidence that the .associated ,Eligible Costs have already been incurred by the Recipient (the "advance payment(sfl. The Recipient is required to submit invoices demonstrating full use of the advanced payments in subsequent Claim and Progress Statements to OMAFRA. Further Eligible Costs incurred in 2009-10 will only be reimbursed following the Recipient's submission of invoices to OMAFRA and showing the full use of the advanced payment. If the Recipient is unable to provide invoices by March 31, 2010 demonstrating full- use of the advanced payment, the Government of Ontario retains the right to demand repayment of any unused Financial Assistance. Based on submitted Expenditure and Job Creation Report projections demonstrating that Eligible Costs will be incurred in 2010 -11, OMAFRA may provide to the Recipient up to 25% of Eligible Costs expected to be incurred in 2010 -11 prior to OMAFRA receiving evidence that the associated Eligible Costs have already been incurred by the Recipient Page 7 of 44 ISF Contribution Agreement (the "further advance payment(s) "). The Recipient is required to submit invoices demonstrating full use of the further advanced payments in subsequent Claim and Progress Statements to OMAFRA. All other Eligible Costs incurred will only be reimbursed following the Recipient's submission of invoices to OMAFRA and showing the full use of the further advanced payment. If the Recipient is unable to provide invoices by March 31, 2011 demonstrating full -use of the further advanced payment, the Government of Ontario retains the right to demand repayment of any unused Financial Assistance. 4.5 Deposit of Financial Assistance In Canadian Financial Institution and Interest on Financial Assistance Advanced. All Financial Assistance provided, including any advanced or further advance payments as well as all interest earned thereon, shall be deemed to remain the property of the Government of Ontario and must be held by the Recipient for the Government of Ontario in an interest bearing account in the name of the Recipient at a Canadian financial institution, pending payment of Eligible Costs. The amount of interest earned (if any) shall be reported to OMAFRA. If the Recipient earns any interest on the advanced Financial Assistance: a) OMAFRA may deduct an amount equal to the interest from any other instalments of Financial Assistance; or b) The Recipient shall pay an amount equal to the interest to OMAFRA if directed by OMAFRA. 4.6 Maximum Financial Assistance. The total amount of Financial Assistance provided to the Recipient shall in any event be no greater than the Maximum Financial Assistance figure set out in Schedule "D ". 4.7 Excess Financial Assistance. The Recipient shall immediately notify OMAFRA should the Project require less than the Total Eligible Costs to be Substantially Completed, or where additional funding is secured from other government sources such that the total funds available to the Recipient for the Project (including the Financial Assistance) exceed the Maximum Financial Assistance. OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance on the Project. 4.8 Interdependent Projects. Where implementation of a Project is dependent on . completion of a project by others and the interdependent project is not completed by others in whole or in part, OMAFRA may, in its sole discretion and absolute, Adjust the Financial Assistance for the Project. 4.9 Recipient Not Carrying out Project. The Recipient shall immediately notify OMAFRA if it does not intend to carry out any Project in whole or in part as specified in Schedule "B" hereto, in which case OMAFRA may, in its sole and absolute discretion,. Adjust the Financial Assistance for the Project. 4.10 New information. In the event of new information, errors, omissions or other circumstances affecting the determination of the amount of Financial Assistance under this Agreement, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project.. 4.11 Alternatives to Project. If the Recipient becomes aware of any means of completing either the Project's objective or the Project:itselfthat are more cost effective, the Recipient shall immediately notify OMAFRA, in which case OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance. Likewise, 11 OMAFRA Page 8 of 44 ISF Contribution Agreement becomes aware of any alternative means of completing either the Project's objective or the Project itself that are more cost effective, the Recipient will be notified and OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance. 4.12 Transfer of Financial Assistance between Projects. The Recipient shall not transfer Financial Assistance assigned to one Project to another Project listed in Schedule B hereto without the express written consent of OMAFRA. 4.13 Goods and Services Tax. The Financial Assistance is based on the net amount of Goods and Services Tax to be paid by the Recipient pursuant to the Excise Tax Act, R.S.C. 1985, c. E -15, as amended, net of any applicable rebates. If and when the Harmonized Sales Tax is phased in within the Province of Ontario, the Financial Assistance will be based on the net amount of the Harmonized Sales Tax to be paid by the Recipient, net of any applicable rebates. 4.14 Withholding Payment. OMAFRA may, in its sole and absolute discretion, withhold payment of Financial Assistance where the Recipient is in default in obtaining any necessary permits, approvals or licenses applicable to the Project or is in default of compliance with any provisions of this Agreement or any and all applicable federal, provincial or municipal laws, and all rules, regulations, by -laws, notices, orders, approvals, directives, protocols, policies and guidelines. 4.15 Financial Assistance upon Expiry. Without limiting any rights OMAFRA has under this Agreement, at law or in equity, OMAFRA shall have the right to be repaid by the Recipient, in whole or in part, for Financial Assistance advanced and unspent by the Recipient for a Project that has not been completed by the Project Completion Date. 4.16 Limitation on Payment of Financial Assistance. Notwithstanding section 4.4 of this Agreement, OMAFRA may choose not to advance any Financial Assistance to the _ Recipient until the Recipient provides the insurance certificate or other documents provided for in section 9 of Schedule "A". 4.17 Insufficient Funds Provided by the Legislature of Canada. If, in the opinion of the Government of Ontario, the Legislative Assembly of Ontario or the Government of Canada does not provide sufficient funds to continue the Financial Assistance for any Fiscal Year during which this Agreement is in effect, the Government of Ontario may terminate this Agreement in accordance with the terms specified in Section 15.5 of Schedule "A ". SECTION 5 PROJECT AWARD, CONSULTATIONS WITH ABORIGINAL GROUP(S), MANAGEMENT AND COMPLETION '5.1 Recipient Fully Responsible. The Recipient shall be fully responsible for the undertaking, implementation and completion of the Project and shall retain any and all Consultants reasonably required to undertake a project of the size, scope and complexity of the Project. Where implementation of the Project is dependent on completion of a project by others, the Recipient shall be fully responsible for obtaining any assurances that it may require from others in relation to the implementation of the Project by the Recipient. 5.2 Government of Ontario Not Responsible for Implementation. The Government of Page 9 of 44 !SF Contribution Agreement Ontario shall not be responsible in any way whatsoever for the undertaking, implementation and completion of the Project or any interdependent project of others unless the Project relates to a Provincial Asset. 5.3 Government of Ontario Not Responsible for Costs, etc The Government of Ontario shall not be responsible for any costs associated with the operation, maintenance and repair of the Project nor for any claims, proceedings or judgments arising from the tender and bidding process, unless the Project relates to a Provincial Asset. 5.4 Consultations with Aboriginal Group(s). The Recipient agrees to be bound by the terms of the Aboriginal Consultation Protocol set out in Schedule "L ". 5.5 Behaviour of Recipient The Recipient shall at all times carry out the Project in an economical and businesslike manner, in accordance with this Agreement subject to any reasonable changes that OMAFRA may agree to or require from time to time in writing. 5.6 Competitive Process. The Recipient shall acquire and manage its equipment, services and supplies, including any construction component, required for the Project through a transparent, competitive process that ensures the best value for the Financial Assistance expended. Where the Recipient is a municipal entity, the. Recipient shall follow its procurement policies as required by the Municipal Act, 2001, 2001, S.O. c. 25, as amended or, for the City of Toronto, the City of Toronto Act, 2006, S.O. 2006, c. 11, Schd. A, as amended. Where the Recipient is a not- for - profit private sector entity, a for- profit private sector entity or a Local Services Board, the Recipient shall ensure that for equipment, services and supplies, the estimated cost of which exceeds $25,000.00, the Recipient shall obtain at least three written quotes unless OMAFRA gives prior written approval. The requirement for a competitive process for municipal Recipients, not -for- profit private sector Recipients, for- profit private sector Recipients or Local Services Board Recipients may be waived with prior written approval by OMAFRA if: a) the equipment, services and supplies the Recipient is purchasing is specialized and is not readily available; or b) the Recipient has recently researched the market for a similar purchase and knows prevailing market costs for the equipment, services or supplies purchased. 5.7 Trade Agreements. If the Recipient is subject to any provincial or federal trade agreements to which the Government of Ontario is a party, the Recipient shall comply with the applicable requirements of such trade agreements. In particular, and without limitation, if the Recipient is subject to Annex 502.4 of the Agreement on Internal Trade, the Recipient shall comply with all of the applicable requirements of that Annex. In the event of any conflict between the requirements of Sections 5.6 of Schedule "A" and the requirements of this Section 5.7, the requirements referenced in this Section 5.7 shall apply. 5.8 Final Claim. The Recipient shall submit its final claims for all costs incurred by the End of Financial Assistance Date with the required documentation, including the Final Report as per Section 6.4 of Schedule "A ", for approval, cost reviews, audits (including any value for money audits that OMAFRA may decide to undertake in its sole and absolute discretion} within 90 days following the Substantial Completion of the Project and no later than the Final Report Date, which date is earlier, or such later date as is specified in Page 10of44 1SF Contribution Agreement writing by OMAFRA. Upon completion of the cost reviews, audits and settlement, OMAFRA shall not be obligated to consider any further claims in relation to the Project. The Recipient shall also submit, upon request by OMAFRA, any documentation required for approval, cost reviews and audits. 5.9 Commencement of Project. The Recipient shall begin the Project within sixty (60) days of the Project construction start date, as per Schedule B, or such other period as OMAFRA may allow, failing which this Agreement may be terminated pursuant to Section 15. 5.10 Contracts. The Recipient shall ensure that all Contracts: a) are consistent and do not conflict with this Agreement; b) incorporate the relevant provisions of this Agreement to the fullest extent possible; be consistent with all policies and procedures the Government of Canada and/or the Government of Ontario may provide to the Recipient in relation the ISF; d) are awarded and managed: in a way that is transparent, competitive and consistent with value for money principles; and in accordance with any policies and procedures the Government of Ontario may provide to the Recipient; e) require that the parties thereto comply with any and all applicable federal, provincial or municipal laws, and all rules, regulations, by -laws, notices, orders, approvals, directives, policies, protocols and guidelines; and f) authorize the Governments of Canada and Ontario of to collect, use and disclose information and data gathered by parties, perform audits and monitor the Project as they see fit. SECTION 6 REPORTING REQUIREMENTS 6.1 Project Status Report. The Recipient shall submit monthly Project Status Reports in the format prescribed by OMAFRA including such information as estimated percentage of project completion, tender calf dates, tender award dates, forecast and actual construction start and end dates, and all other information respecting the progress of the Project that may be requested by OMAFRA or of which the Recipient becomes aware that may affect the Project's timely completion. In addition, and without limitation by the communications requirements set out else wherein this Agreement, the Recipient shall also submit copies of all communications and public information materials related to the Project with the Project Status Reports. 6.2 Expenditure and Job Creation Report. The Recipient shall, at a minimum, submit to OMAFRA a quarterly Expenditure anctJob Creation Report, as set out in Schedule "11" hereto and which may be amended by OMAFRA from time to time, for each Project Page 11 of 44 ISF Contribution Agreement listed in Schedule "B ", to OMAFRA on or before May 15, August15, November 15 and February 15 for each Fiscal Year. 6.3 Claims Submission. All Recipient Claim Submissions shall include, but are not limited to, the following report: Claim and Progress Statement The Recipient shall provide OMAFRA with a duly executed report in the form set out in Schedule 1" ( "Claim and Progress Statement") that shall contain information to allow OMAFRA to assess the progress of the Project and OMAFRA may amend the Claims and Progress Statement from time to time, as well as the eligibility of that portion of the Project for which disbursement is being requested and the individual Project tasks and milestones. 6.4 Final Report. Within 90 days of the Project becoming Substantially Completed and no later than the Final Report Date, or such later date as is specified in writing by OMAFRA, the Recipient shall submit a final report (the "Final Report" as set out in Schedule "J ") for the Project to OMAFRA in a manner satisfactory to OMAFRA and the Recipient shall follow such administrative procedures as are specified from time to time by OMAFRA. Upon acceptance of the Final Report and the processing of final claims OMAFRA shall not be obligated to consider any further claims in relation to the Project. 6.5 Solemn Declaration of Substantial Completion. Within ninety (90) days of the Project becoming Substantially Completed and no later than the Final Report Date, or such later date as is specified in writing by OMAFRA, the Recipient shall submit a fully executed Solemn Declaration of Substantial Completion, as set out by Schedule "K", for all Projects for which Eligible Costs have been claimed. SECTION 7 RECORDS AND AUDIT 7.1 Separate Records. The Recipient shall maintain separate records and documentation for each Project listed in Schedule "B" and shalt keep all records and documentation for six (6) years after the submission of the final claims referred to in Section 5.9 of Schedule "A ". 7.2 Provide Records to OMAFRA. The Recipient shall provide to OMAFRA, upon request and at the Recipient's expense (including but not limited to photocopying, electronic media, transportation and postage, associated staff time, information retrieval and other office expenses), all records and documentation (including invoice summaries and certified statement of final costs) of the Recipient and its auditors,. Consultants relating to the Project or any other project(s) of the Recipient under the ISF, or any other Govemment of Ontario program(s), for the purposes of cost reviews, audits (including . any value for money audits that OMAFRA may decide to undertake in its sole and absolute discretion) settlement, as maybe required by OMAFRA, of the Project or any other project(s) of the Recipient under the ISF, or any other Government of Ontario program(s). Such material shall be provided in a form and manner satisfactory to OMAFRA. 73 External Auditor. OMAFRA may require the assistance of an external auditor to carry out a review of the material referred to in Sections 7.1 and 7.2 of Schedule "A". If so, the Page12of44 ISF Contribution Agreement Recipient shall, upon request, retain an external auditor acceptable to OMAFRA at the Recipient's sole expense. The Recipient shall ensure that any auditor who conducts a financial or program review pursuant to this section of the Agreement or otherwise, provides a copy of the report to OMAFRA for its consideration at the same time that the report is given to the Recipient. 7.4 Auditor General of Canada. The Auditor General of Canada, may, at the Auditor General of Canada's cost, conduct an audit with respect to the use of Financial Assistance under this Agreement. For the purposes of facilitating such inquiry, the Recipient shall release to OMAFRA upon request and in a timely manner, for the purpose of releasing to the Auditor General of Canada: all records held by the Recipient, or by agents or contractors of the Recipient, relating to this Agreement and/or the Financial Assistance; and such further information and explanations as the Auditor General, or anyone acting on behalf of the Auditor General may request relating to any part of this Agreement of the use of Financial Assistance. 7.5 Auditor General of Ontario. The Auditor General of Ontario, may, at the Auditor General of Ontario's cost, conduct an audit with respect to the use of Financial Assistance under this Agreement. For the purposes of facilitating such inquiry, the Recipient shall release to OMAFRA upon request and in a timely manner, for the purpose of releasing to the Auditor General of Ontario: all records held by the Recipient, or by agents or Contractors of the Recipient, relating to this Agreement and/or the Financial Assistance; and such further information and explanations as the Auditor General, or anyone acting on behalf of the Auditor General may request relating to the Financial Assistance: 7:6 Information. The Recipient shall supply to OMAFRA, upon request such information in respect of the Project and its results including, without limitation, all Contracts and agreements related to the Project and all plans and specifications related to the Project, as OMAFRA may require. The Government of Canada and the Government of Ontario, their respective agents and employees, including the Auditor General's Office, shall be allowed access to the Recipient's premises and staff and to the Project site at all reasonable times to (i) inspect the progress and monitor the Project; (ii) perform cost reviews and audits on the Project; and (iii) complete any other auditing or monitoring that maybe reasonably required in relation to the Project. 7.7 information Condition Precedent for Payment. If, in the opinion of OMAFRA, any of the information requirements of this Section 7 are not met, OMAFRA may, in its sole and absolute discretion, require the information as a condition precedent to any payment in relation to the Project(s) of the Recipient under the ISF, or any other provincial program(s) (either current or future). In addition, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project. SECTION 8 OVERPAYMENT AND FAILURE TO SUBSTANTIALLY COMPLETE CONTRACT WITHIN TIMELINES 8.1 Allowable Financial Assistance. Financial Assistance paid to the Recipient prior to the submission of a Final Report in accordance with Section 5.9 of Schedule "A" shall not be construed as a final determination of the amount of Financial Assistance applicable to the Project. Upon conducting a final cost review or audit of the Project, OMAFRA wit determine the final amount of financial Assistance on the Project (the "Allowable Page 13 of 44 1SF Contribution Agreement Financial Assistance "). For certainty, the allowable Financial Assistance shall not exceed the Maximum Financial Assistance. The Recipient agrees to repay to OMAFRA, upon receipt of a written demand and within the period specified by OMAFRA, that portion of the Financial Assistance that exceeds the Allowable Financial. Assistance applicable to the Project (an "overpayment"), as determined by OMAFRA, as well as any Financial Assistance used for a purpose other than that stated in the terms of this Agreement, as determined by OMAFRA. 8.2 Deduction of Overpayment. OMAFRA may deduct any overpayments of Financial Assistance for the Project from financial assistance payable on any other Project(s) of the Recipient under the ISF or any other Government of Ontario program(s) and/or Govemment of Canada program(s) that are delivered by the Government Ontario on behalf of the Government of Canada (either current or future). Any overpayment made on any other Project(s) of the Recipient under the ISF or any other Government of Ontario program(s) (either current or future) may in turn be deducted from Financial Assistance payable on the Project. 8.3 interest on Overpayment. OMAFRA reserves the right to demand interest on any overpayment owing by the Recipient under the terms of this Agreement at the then current interest rate charged by the Government of Ontario on accounts receivable. The Recipient shall pay the amount of interest owing upon receipt of a written demand and within the period specified by OMAFRA. 8.4 Recovery of Financial Assistance. Where Eligible Costs committed to a Project have not been incurred, OMAFRA may withdraw any unspent Financial Assistance for the Project if it has not started construction on its scheduled start date or if a. Project has started construction but for which progress is not to the satisfaction of Ontario. SECTION 9 INSURANCE AND BONDING 9.1 Insurance. The Recipient represents and warrants that it has, and shall maintain in full force and effect for the term of the Agreement, at its own cost and expense, with insurers having a secure A.M. Best rating of B+ or greater, or the equivalent, all the necessary and appropriate insurance that a prudent person carrying out a project similar to the Project would maintain, including commercial general liability insurance on an occurrence basis for third party bodily injury, personal injury and property damage, to an inclusive limit of not less than five million dollars ($5,000,000.00) per occurrence. The commercial general liability insurance policy shall include the following: (i) the Indemnified Parties as additional insureds with respect to liability arising in the course of performance of the Recipient's obligations under, or otherwise in connection with, the Agreement; (ii) a cross liability clause; (iii) contractual liability coverage; and (vii) a 30 day written notice of cancellation, termination or material change. 9.2 Proof of Insurance. The Recipient shall provide OMAFRA with certificates of insurance, or other proof as may be requested by OMAFRA, that confirms the insurance Page 14of44 ISF Contribution Agreement coverage as provided for in Section 9.1 of Schedule "A ". Upon the request of OMAFRA, the Recipient shall make available to OMAFRA a copy of each insurance policy. 9.3 Bonding The Recipient shall put in effect and maintain in full force and effect or cause to be put into effect and maintained in full force and effect during the term of this Agreement. a) a performance bond in the amount of 100% of the Contract price for any construction Contract related to the Project and which is for an amount greater than $150,000.00 covering the performance of that construction Contract and the correction of any deficiencies; and b) a labour and material payment bond in the amount of 50% of the Contract price for any construction Contract related to the Project and which is for an amount greater than $150,000.00 covering the payment for labour, material or both. 9.4 Alternatives, reduction or waiver. Notwithstanding the requirements set out in Section 9.3, in the event that the Recipient provides a written business case to obtain approval to put into effect and maintain an alternative form of security or to reduce or eliminate the bonds for construction Contracts of $350,000.00 or less, OMAFRA, in its sole discretion, may accept an alternative form of security, reduce or waive the bonding requirements in whole or in part. SECTION 10 INDEMNITY 10.1 Indemnified Parties Not Liable. In no event shall the Indemnified Parties be liable for: a) any bodily injury, death or property damage to the Recipient, its employees, agents, or Consultants or for any claim, demand or action by any third party against the Recipient, its employees, agents, or Consultants, arising out of or in any way related to the Canada - Ontario Infrastructure Stimulus Fund Agreement or this Agreement or the Project; or b) any incidental, indirect, special or consequential damages, or any toss of use, revenue or profit to the Recipient, its employees, agents or Consultants arising out of or in any way related to the Canada- Ontario Infrastructure Stimulus Fund Agreement or this Agreement or the Project. 10.2 Recipient to Indemnify. Where the Recipient is a municipality, a not - for - profit private sector entity, a for - profit private sector entity or a Local Services Board, the Recipient agrees to indemnify and hold harmless: the Indemnified Parties from and against all suits, judgments, claims, demands, expenses, actions, causes of action and losses (including, without limitation, reasonable legal expenses and any claim for lien made pursuant to the Construction Gen Act, R.S.O. 1990, c. C.30, as amended and for any and all liability for damages to- property and injury to persons (including death) which the Indemnified Parties may incur, otherwise than by reason of their own negligence or wilful misconduct, as a result of or arising out of or in relation to: (a) the performance of this Agreement or any breach of the terms of this Agreement by the Recipient, its officers, servants, employees, agents and Consultants, or by a third party, and any of its officers, employees, servants or agents; (b) the ongoing operation, maintenance and repair of the infrastructure resulting from the Project; or (c) any omission or other wilful or negligent Page 15of44 Where Project asset is sold, leased, encumbered or disposed of: Repayment of contribution (in current dollars) Within 2 Years after Project completion 100% Between 2 and 5 Years after Project completion 55% 5 Years after Project completion 0% ISF Contribution Agreement act of the Recipient, a third party, their respective employees, officers, servants or agents. 10.3 Further indemnity. The Recipient further agrees to indemnify and hold harmless the Indemnified Parties, for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, which the Indemnified Parties may incur, otherwise than by reason of their own negligence or wilful misconduct, as a result of or arising out of or in relation to: (a) the performance of this Agreement or any breach of the terms of this Agreement by the Recipient, its officers, servants, employees, agents and Consultants, or by a third party, and . any of its officers, employees, servants or agents; (b) the ongoing operation, maintenance and repair of the infrastructure resulting from the Project; or (c) any omission or other wilful or negligent act of the Recipient, a third party, their respective employees, officers, servants or agents. SECTION 11 TRANSFER AND OPERATION OF INFRASTRUCTURE Transfer of Ownership. Unless otherwise agreed to by the Governments of Canada and Ontario, the Recipient will retain title to, and ownership of, the Asset resulting from the Project(s) for at least five (5) years after the completion of the Project(s). 11.2 Repayment. In the event that at any time within five (5) years from the date of completion of the Project(s), the Recipient sells, leases, encumbers or otherwise disposes of, directly or indirectly, any Asset constructed, rehabilitated or improved, in whole or in part, with the Financial Assistance, other than to Canada, Ontario, a Local Government, or a Crown corporation of Ontario that is the Tatter's agent for the purpose of implementing this Agreement, the Recipient hereby undertakes to repay the Governments of Canada and Ontario, on demand, a proportionate amount of the Financial Assistance,: as follows: 11.3 Notice. At any time during the five (5) years following the date of completion of the Project, the Recipient agrees to notify OMAFRA in writing of any transaction triggering the above- mentioned repayment in section 11.2 of Schedule "A ", at least one hundred eighty (180) days in advance. 11.4 Deduction from Financial Assistance OMAFRA may, in its sole and absolute discretion, deduct the amount of Financial Assistance to be repaid by the Recipient under Section 112 of Schedule "A" from Financial Assistance payable by the Government of Ontario to the Recipient on any other project(s) of the Recipient under the ISF or any other Government of Ontario program(s) (either current or future) and provide that money to the Governments of Canada and/or Ontario. 11.5 Revenue from Assets: The Recipient must identify to OMAFRA when an Asset in any given Fiscal Year generates revenues that exceed its costs, including operating costs, alternative financing partnerships or public - private partnerships costs and provisions for future fife cycle costs and where the intent of revenue generation was not identified in Page 16 of 44 ISF Contribution Agreement the application. Within the first five (5) complete Fiscal Years following the Substantial Completion of a Project, OMAFRA may, in its sole and absolute discretion, deem the amount of revenue from that Project that is proportional to the Government of Canada's and the Government of Ontario's Financial Assistance to the total cost of the Asset to be an overpayment of Financial Assistance (the "deemed overpayment"). The Recipient shall pay OMAFRA, upon request, the deemed overpayment,. 11.6 Asset Operation. The Asset established with the Financial Assistance under this Agreement shall be used, maintained and operated for a period of at least one half of the expected useful life of the Asset after Substantial Completion of the Project as set out in Schedule "F". Any contravention of this provision shall give OMAFRA the right to recover a portion or all of the Financial Assistance to those Project(s) provided under this Agreement. SECTION 12 CONFLICT OF INTEREST AND CONFIDENTIALITY 12.1 No Conflict of Interest. The Recipient and its Consultants and any of their respective advisors, partners, directors, officers, employees, agents, sub - contractors, and volunteers shall not engage in any activity or provide any services where such activity or the provision of such services creates a conflict of interest (actually or potentially, as determined in the sole and absolute opinion of OMAFRA) with the provision of services under this Agreement. The Recipient acknowledges and agrees that it shall be a conflict of interest for it to use confidential information of the Government of Ontario that is relevant to the Project or otherwise where OMAFRA has not expressly authorized such use in writing. For greater certainty, and without limiting the generality of the foregoing, a conflict of interest includes a situation where anyone associated with the Recipient is able to benefit financially from the Project or where such a person owns or has an interest in an organization that is carrying out work related to the Project. 12.2 Disclose Potential Conflict of Interest. The Recipient shall disclose to OMAFRA without delay any actual or potential situation that may be reasonably interpreted as either a conflict of interest or a potential conflict of interest. 12.3 Freedom of Information and Protection of Privacy Act. The Recipient acknowledges that the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended binds the Ontario Government. SECTION 13 RECOGNITION 13.1 Licensed Marks. The Recipient acknowledges that the Governments of Canada and Ontario are, will be or may be the owner of certain distinguishing marks comprised of designs, trademarks and official marks which have come or will come to be associated with the ISF (all such current and future marks, being the "Licensed Marks "). 13.2 Acknowledgement in Advertising and Publicity. The Recipient agrees to acknowledge the Financial Assistance of the Governments of Canada and Ontario to the Project in all advertising and publicity relating to the Project and in any construction signs and in any temporary or permanent tributes to Project donors by adhering to the Communications Requirements as per Schedule "G ". Page 17 of 44 ISF Contribution Agreement 13.3 Use of Licensed Marks. In consideration of receiving the Financial Assistance, the Recipient agrees to use the Licensed Marks as follows: a) the Recipient agrees to strictly use the Licensed Marks only as prescribed by the Communications Requirements and not to use any other mark or trademark in combination with any of the Licensed Marks without the prior written approval of the Governments of Canada and Ontario, or their delegates responsible for administering the ISF. The Recipient agrees that it will not alter, modify, dilute or otherwise misuse the Licensed Marks; b) the Recipient agrees to submit to the Governments of Canada and Ontario, or their delegates responsible for administering the ISF, copies of any advertisements or promotional materials containing the Licensed Marks for approval prior to any use thereof and to remove therefrom either any reference to the Licensed Marks or any element that may from time to time and upon reasonable notice be required; the Recipient agrees that it will not state or imply, directly or indirectly, that the Recipient or the Recipient's activities, other than those permitted by this Agreement, are supported, endorsed, or sponsored by the Governments of Canada and Ontario, or their delegates responsible for administering the ISF and shall, upon notification, express disclaimers to that effect; and d) the Recipient agrees to promptly inform the Governments of Canada Ontario, or their delegates responsible for administering the ISF of any suspected infringement of any Licensed Marks by a third party. 13.4 Cease Using Licensed Marks Whether or not the Recipient is in breach of this Agreement, forthwith upon any receipt by the Recipient of a written direction from the Governments of Canada and Ontario, or their delegates responsible for administering the ISF, the Recipient shall cease using the Licensed Marks, and without limiting the generality of the foregoing, will remove all signage and remove from circulation any use or reference to the Licensed Marks. SECTION 14 COVENANTS, REPRESENTATIONS AND WARRANTIES 14.1 General. The Recipient covenants, represents and warrants to the Government of Ontario that: a) it is conducting and shall conduct its business in compliance with all applicable federal, provincial and municipal laws, and all rules, regulations, by -laws, notices, orders, approvals, directives, protocols, policies and guidelines; b) it is conducting and shall carry on its business in compliance with all Government of Canada requirements as outlined in Schedule "E c) it has authority and any necessary approval to enter into this Agreement and to carry out its terms; d) it has or will apply for all permits, approvals, and licenses which are required in Page 18 of 44 ISF Contribution Agreement order to carry out the Project; e) it validly exists as a legal entity with full power to perform and observe all of the terms and conditions of this Agreement; 1) where applicable, it has passed by -laws required to undertake the Project; g) it is now and will continue to be compliant with all Environmental Laws; h) it owns or has a long -term lease (inclusive of any renewals) for the lands on which the Infrastructure is or will be located that expires no earlier than five (5) years following Project completion; provided that the Recipient is not a municipality or a Crown Agency, A. it is not a non - resident of Canada within the meaning of the Income Tax Act (Canada); B. is either a corporation, a partnership or a sole proprietorship validly in existence; and C. is registered and qualified to do business wherever necessary to carry out the Project; j) it has the experience, financial health and ability to carry out this Project; k) if the Recipient is a municipality, local board or a Crown agency, it has the legislative authority to carry out the Project; I) all information provided during the ISF application process remains true, correct and complete in every respect except as set out to the contrary herein; and m) notify OMAFRA of all other sources of funding for each Project contained in Schedule "B" of this Agreement that may reduce the level of Financial Assistance the Recipient would be eligible to receive under this Agreement. 14.2 Governance. The Recipient represents, warrants and covenants that, it has, and shall maintain for the period during which this Agreement is in effect, by -laws or other legally necessary instruments to: a) establish the expected code of conduct and ethical responsibilities at all levels of the Recipients organization; b) establish procedures to ensure the ongoing effective functioning of the Recipient; c) establish decision - making mechanisms; d) provide for the prudent and effective management of the Financial Assistance; e) establish procedures to enable the successful completion of the Project; f) establish procedures to enable the timely identification of risks to the completion Page 19 of 44 ISF Contribution Agreement g) of the Project and strategies to address the identified risks; establish procedures to enable the preparation and delivery of all reports required under this Agreement; and h) responsible for other matters as the Recipient considers necessary to ensure that the Recipient carries out its obligations under the Agreement. 14.3 Representations and Warranties True Condition Precedent for Payment. Upon request, the Recipient shall provide OMAFRA with proof of the matters referred to in this Section. It is a condition precedent to any payment under this Agreement that the representations and warranties under this Section are true at the time of payment and that the Recipient is not in default of compliance with any terms of this Agreement. Where this is not the case, OMAFRA may, in its sole discretion, Adjust the Financial Assistance for the Project. SECTION 15 DEFAULT, ENFORCEMENT AND TERMINATION 15.1 Event of Default Each and every one of the following events is an "Event of Default": a) if in the opinion of OMAFRA, the Recipient fails to conform or comply with any term or covenant contained in this Agreement to be performed or complied with by the Recipient; b) if in the opinion of the OMAFRA any representation or warranty made by the Recipient in this Agreement or any certificate delivered to OMAFRA pursuant hereto shall be materially untrue in any respect; if an order shall be made or an effective resolution passed for the winding up, or liquidation or dissolution of the Recipient or the Recipient is otherwise dissolved or ceases to carry on its operation; d)- if the Recipient uses any of the Financial Assistance for a purpose not authorized by this Agreement without the prior written consent of OMAFRA; e) if the Recipient admits in writing its inability to pay its debts generally as they become due, voluntarily suspends transactions of its usual business, becomes insolvent, bankrupt, makes an assignment for the benefit of its creditors, or a receiver or manager, court appointed or otherwise, is appointed for its assets or if the Recipient takes the benefit of any . statute from time to time in force relating to bankrupts or insolvent debtors; f) if in the opinion of OMAFRA a material adverse change occurs such that the viability of the Recipient as a going concern is threatened in the opinion of the OMAFRA, acting reasonably; g) if in the opinion of the OMAFRA, the Recipient ceases to operate; h) if the Recipient fails to begin the Project within sixty (60) days of the Project construction start date, as per Schedule B, or such period as OMAFRA may allow„ or, in the opinion of OMAFRA, the Recipient has failed to proceed Page 20 of 44 ISF Contribution Agreement diligently with the Project or abandons the Project in whole or in part, or the Recipient is otherwise in default in carrying out any of the terms, conditions or obligations of this Agreement, except where such failure is due to causes which, in the opinion of OMAFRA are beyond the control of the Recipient; i) if the Recipient has submitted false or misleading information to OMAFRA; or the Recipient and/or any of its Consultants and/or any of their respective advisors, partners, directors, officers, employees, agents, sub - contractors and volunteers has breached the requirements of Section 12 of Schedule "A". 15.2 Waiver. OMAFRA may, in its sole and absolute discretion, at any time, waive any Event of Default which may have occurred provided that no such waiver extends to, or be taken in any manner whatsoever to affect, any subsequent Event of Default or the right to remedies resulting therefrom, and that no such waiver shall be, or shall be deemed to constitute, a waiver of such Event of Default unless such waiver is in writing from OMAFRA. j) 15.3 Remedies on Default. Notwithstanding any other rights which the Government of Ontario may have under this Agreement, if an Event of Default has occurred, the Government of Ontario shall have the following remedies provided only that in the case of an Event of Default which, in the opinion of OMAFRA in its sole and absolute discretion, is curable, OMAFRA has first given written notice of the Event of Default to the Recipient and the Recipient has failed to correct the Event of Default within 30 Business Days or such period of time as OMAFRA may consent to in writing: a) OMAFRA shall have no further obligation to provide any Financial Assistance for the Project; b) the Government of Ontario may, at its option, terminate this Agreement immediately or may, in its sole and absolute discretion, Adjust the Financial Assistance. The total amount of Financial Assistance paid to the Recipient to the date of termination shall be immediately due and payable by the Recipient and bear interest at the then- current interest rate charged by the Government of Ontario on accounts receivable; and c) the Government of Ontario may avail itself of any of its legal remedies that it may deem appropriate. 15.4 Additional Remedies. In addition to the remedies described in Section 15.3, the Government of Ontario may commence such legal action or proceedings as it, in its sole and absolute discretion, may deem expedient, without any additional notice under this Agreement. The rights and remedies of the Government of Ontario hereunder are cumulative and in addition to, and not in substitution for, all other rights or remedies otherwise available to the Government of Ontario. 15.5 Termination Without Cause. Notwithstanding anything else contained herein, the Government of Ontario reserves the right to terminate this Agreement without cause upon such conditions as the Government of Ontario may require, with a minimum of thirty (30) Business Days written notice to the Recipient. If the Govemment of Ontario terminates this Agreement prior to its Expiration Date, the Government of Ontario, subject to all of the Government of Ontario's rights under this Agreement, including, Page 21 of 44 ISF Contribution Agreement without limitation, its right to Adjust the Financial Assistance prior to its expiration, shall only be responsible for the payment of Financial Assistance on the portion of the Project completed and Eligible Costs already incurred and paid at the time of such termination, provided that the Recipient provides a report to OMAFRA that meets the requirements of a Claims and Progress Statement and OMAFRA has sufficient funds appropriated by the Legislative Assembly of Ontario. Such report must be received by OMAFRA within ninety (90) Business Days of notice of termination being given to the Recipient pursuant to this Section. SECTION 16 NOTICE 16.1 Notice. Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by personal delivery or mailed by first class registered mail, postage prepaid or by transmittal by facsimile, telecopy, email or other electronic means of communication addressed to the respective parties as follows at the addresses set out in Schedule "F" or to such other person, address, facsimile number, telecopy number or email address as either party may from time to time notify the other in accordance with this Section. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof. Any demand, notice or communication made or given by facsimile, email or other electronic means of communication, . if made or given at a time when it would be received by the Recipient during its normal business hours on. a Business Day, shall be deemed to be received at the time it is sent; otherwise, such electronic communication shall be deemed to be received on the first Business Day following the transmittal thereof. Any demand, notice or communication mailed by registered mail shall be deemed to have been received three (3) Business Days following the day on which it was mailed. 16.2 Representatives. The individuals identified pursuant to Schedule "F" will, in the first instance, act as the Government of Ontario's or the Recipient's, as the case may be, representative for the purpose of implementing this Agreement. SECTION 17 MISCELLANEOUS 17.1 Terms Binding. The Recipient shall take all reasonable measures to ensure that its officers, directors, partners, employees, agents, sub - contractors and Consultants shall be bound to observe all of the terms and conditions of this Agreement, including, but not limited to all covenants, representations and warranties set out herein. The Recipient shall include in all of its Contract(s) terms and conditions similar to and not less favourable to the Government of Ontario than the terms and conditions of this Agreement to the extent that they are applicable to the work subcontracted, including but not limited to the requirements of Section 7 of Schedule "A ". 17.2 Time Is of the Essence. In the performance and observance of the terms and conditions of this Agreement, time is of the essence and no extension or variation of this Agreement shall operate as a waiver of this provision. 17.3 Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. Page 22 of 44 ISF Contribution Agreement 17.4 Severability. The validity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions hereof and such invalid or unenforceable provisions shall be deemed to be severable. 17.5 No Waiver. The failure by the Government of Ontario to insist in one or more instances on performance by the Recipient of any of the terms or conditions of this Agreement shall not be construed as a waiver of the Government of Ontario's right to require further performance of any such terms or conditions, and the obligations of the Recipient with respect to such performance shall continue in full force and effect. 17.6 Division of Agreement The division of this Agreement into Schedules, articles, sections, clauses, paragraphs and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. 17.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws applicable in Ontario. 17.8 Survival. The following Schedules, sections and provisions of this Agreement shall survive the expiration or early termination hereof: Section 4 (Financial Assistance), Section 6 (Reporting Requirements), Section 7 (Records and Audit), Section 8 (Overpayment. and Failure to Substantially Complete Contract Within Timelines); Section 10 (Indemnity), Section 11 (Transfer and Operation of Infrastructure) Section 12 (Conflict of Interest and Confidentiality), Section 13 Recognition), Section 14 (Covenants, Representations and Warranties), Section 15 (Default, Enforcement and Termination), and Section 1111 (Interest) of Schedule "A "; Schedule "E "; Schedule "F" (useful life of Project Infrastructure); and Schedule "G" (the Recipient's obligation to maintain a permanent plaque in cases where it is necessary to install a permanent plaque). 17.9 No Assignment The Recipient shall not assign any aspect of this Agreement. The Government of Ontario may assign this Agreement on written notice to the Recipient. 17.10 No Amendment. This Agreement shall not be varied or amended except by a document in writing, dated and signed on behalf of the Government of Ontario and the Recipient. 17.11 Interest. OMAFRA reserves the right to demand interest on any repayment of Financial Assistance owing by the Recipient under the terms of this Agreement at the then-current interest rate charged by the Government of Ontario on accounts receivable. The Recipient shall pay the amount of interest owing upon receipt of a written demand and within the period specified by OMAFRA. 17.12 Government of Ontario and Recipient Independent. Nothing in this Agreement shall be deemed to constitute the Recipient an employee, servant, agent, partner of or in joint venture with the Government of Ontario for any purpose whatsoever. 17.13 Recipient Cannot Represent Government of Canada or Government of Ontario. The provision of Financial Assistance to the Recipient pursuant to this Agreement is for the sole purpose of, and is limited to, carrying out the Project. The Recipient warrants and agrees that under no circumstances shall it enter into any Contract or commitment in the name of or on behalf of the Governments of Canada and/or Ontario. The Page 23 of 44 ISF Contribution Agreement Recipient acknowledges and agrees that it is not by the terms of this Agreement or otherwise, granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Governments of Canada and/or Ontario, to act as an agent of the Governments of Canada and/or Ontario, or to bind the Governments of Canada and/or Ontario in any manner whatsoever other than as specifically provided in this Agreement. 17.14 Consultants. The Government of Ontario acknowledges that, in connection with carrying out the Project, the Recipient may engage one or more Consultants. The Government of Ontario acknowledges and agrees that the Recipient shall have the sole authority and responsibility for such employees, agents or Consultants, including their hiring and termination. The Recipient acknowledges and agrees that the Recipient shall be responsible for all acts and actions of the Recipients employees, agents and Consultants and that all such acts and actions shall be treated as actions of the Recipient for the purposes of this Agreement. 17.15 Lobbyists and Agent Fees. The Recipient warrants that any person hired, for payment, or to speak or correspond with any employee or other person representing the Recipient, concerning any matter relating to the contribution under this Agreement or any benefit hereunder and who is required pursuant to the Lobbying Act, as amended, is registered pursuant to the Lobbying Act. The Recipient also warrants that it has not and nor will it make a payment or other compensation to any legal entity that is contingent upon or is calculated upon the contribution hereunder or negotiating the whole or any part of the terms of this Agreement. 17.16 Cooperation for non - Ontario Government Recipients: The Recipient and the Government of Ontario agree to cooperate with one another and will be frank, candid and timely when dealing with one another and will endeavour to facilitate the implementation of this Agreement. 17.17 Data. The Recipient agrees that the Government of Ontario may, in its sole discretion, gather and compile information and data required under this Agreement and disclose such information and data to the Government of Canada. 17.18 Priority. Where there is a conflict between one or more of the Schedules of this Agreement, the following order of priority shall apply: Schedule "A ", Schedule "C ", Schedule "B" and all other Schedules. 17.19 Entire Agreement. The Agreement constitutes the entire Agreement between Government of Ontario and the Recipient with respect to the subject matter contained in the Agreement and supersedes all prior oral or written representations and/or agreements. - END OF GENERAL TERMS AND CONDITIONS — Page 24 of 44 I i ABORIGINAL CONSULTATION SCHEDULE L 11 PROJECT CONSTRUCTION START DATE 10/01/2009 PROJECT DESCRIPTION Replacement of three existing combined sewers to be consolidated into one sanitary sewer and construction of a storm sewer. Replacement of all cast iron watermains, full road reconstruction with the provision of bike lanes, and replacement or relining of all clay service laterals. This will be done at Queen St. PROJECT TITLE FILE NUMBER CC 9 CL ILI 0 D- ui 0 a. rc ISF Contribution Agreement ELIGIBLE COSTS SCHEDULE "C" ELIGIBLE AND INELIGIBLE COSTS C.1. Subject to Section C.2, Eligible Costs will be all direct costs that are in OMAFRA's opinion properly and reasonably incurred and paid by the Recipient under a Contract for goods or services necessary for the implementation of the Project Eligible Costs will include only the following: a) the capital costs of constructing, rehabilitating or improving, in whole or in part, a tangible capital asset, as defined and determined by OMAFRA; b) the costs of joint communication activities (press releases, press conferences, translation, etc.) and road signage recognition as described in Schedule "0"; c) all planning (including plans and specifications) and assessment costs such as the costs of environmental planning, surveying, engineering, architectural supervision, testing and management consulting services; d) the costs of engineering and environmental reviews, including environmental assessments and follow -up programs as defined in the Canadian Environmental Assessment Act and the costs of remedial activities, mitigation measures and follow - up identified in any environmental assessment; e) the costs of Project- related signage, lighting, Project markings and utility adjustments; f) costs of consulting with Aboriginal Group(s), including the translation of documents into languages spoken by the interested Aboriginal Group(s); the costs of developing and implementing innovative techniques for carrying out the Project, as determined by OMAFRA; h) Recipient audit and evaluation costs as specified in this Agreement, with the exception of costs related to the retaining of an external auditor; and i) other costs that, in the sole opinion of OMAFRA, are considered to be direct and necessary for the successful implementation of the Project and have been approved in writing prior to being incurred. g) C.2, INELIGIBLE COSTS The following costs are ineligible for Financial Assistance' a) costs incurred prior to June 5, 2009; b) costs incurred after the Project Completion Date; Page 26 of 44 ISF Contribution Agreement c) land acquisition, leasing land, buildings, equipment and other facilities, real estate fees and related costs; d) financing charges, legal fees, and loan interest payments (including those related to easements (e.g. surveys)); e) the value of any goods and services which are received through donations or in kind; f) employee wages and benefits, overhead costs as well as other direct or indirect operating, maintenance and administrative costs incurred by the Recipient for the Project, and more specifically costs relating to services delivered directly by permanent employees of the Recipient; g) meal, hospitality or incidental expenses of Consultants; and h) provincial sales tax, the GST and, if and when implemented the Harmonized Sales Tax for which the Recipient is eligible for a rebate, and any other costs eligible for rebates. Page 27 of 44 PROJECT NUMBER* TOTAL ELIGIBLE COSTS ONTARIO MAXIMUM FINANCIAL ASSISTANCE FEDERAL MAXIMUM FINANCIAL ASSISTANCE MAXIMUM FINANCIAL ASSISTANCE 2085 $6,300,000 $2,100,000 $2,100,000 $4,200,000 /SF Contribution Agreement SCHEDULE "IT PROJECT FINANCIAL ASSISTANCE OMAFRA will hold back 10% of the Maximum Financial Assistance, the release of which shall be contingent on acceptance of the Recipient's Final Report detailing the progress and status of the Project and substantiating that the Project has been Substantially Completed. Such report must contain the information required in the Final Report as set out in Section 6.3 of Schedule "A" of this Agreement. OMAFRA is not obligated to pay interest on the holdback or any other payments under this Agreement. Page 28 of 44 ISF Contribution Agreement SCHEDULE "E" GOVERNMENT OF CANADA REQUIREMENTS OMAFRA and the Recipient agree to the following Government of Canada Requirements: 1. The Recipient acknowledges and agrees that the amount of Financial Assistance being provided by OMAFRA is dependent on the Government of Ontario receiving funds for the Project from the Government of Canada. Should the Government of Ontario not receive the funds it expects to receive in relation to the Project from the Government of Canada, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance being provided to the Recipient pursuant to this Agreement (including, without limitation, requiring repayment of Financial Assistance already paid to the Recipient). 2. The Recipient shall indemnify and hold harmless the Government of Canada, its officers, servants, employees or agents, from and against all claims and demands, loss, damages, costs, expenses, actions, suits or other proceedings by whomsoever made, sustained, brought, prosecuted, threatened to be brought or prosecuted in any manner, based upon, occasioned by any injury to persons, damage to or loss or destruction of property, economic loss or infringement of rights caused by or arising directly or indirectly from: a) the Project being funded by this Agreement; b) the performance of this Agreement or the breach of any term or condition of this Agreement by the Recipient, its officers, employees and agents, or by a third party, its officers, employees or agents; c) any omission or other willful or negligent act of the Recipient, its employees, officers or agents; Except to the extent to which such claims and demands, losses costs; damages, actions, suits or other proceedings relate to the act or negligence of an officer, employee or agent of Canada in the performance of his or her duties. 3. The Recipient further agrees to indemnify and hold the Government of Canada, its directors, officers, employees and agents, for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, which the Government of Canada, its directors, officers, employees and agents may incur, otherwise than by reason of their own negligence or wilful misconduct, as a result of or arising out of or in relation to any breach by the Recipient of the terms of this Agreement, or the Recipient's own negligence or wilful misconduct. 4. The Recipient acknowledges that the provisions of the Access to Information Act (Canada) and the Privacy Act (Canada) and regulations thereunder bind the Government of Canada. 5. The Recipient acknowledges that the Government of Canada is or will be the owner of certain distinguishing marks comprised of designs, trademarks and official marks in relation to ISF (the "Federal Licensed Marks ") and the Recipient is subject to the requirements of Section 13 (Communication. and Recognition) of this Agreement, with appropriate changes, Page 29 of 44 !SF Contribution Agreement in relation to the Federal Licensed Marks. 6. No member of the House of Commons or of the Senate of Canada shall be admitted to any share or part of any Contract, agreement or commission made pursuant to this Agreement or to any benefit arising therefrom. 7. Notwithstanding any provisions of this Agreement, all obligations of the Government of Canada incurred by virtue of this Agreement shall be subject to the Financial Administration Act (Canada). 8. Pursuant to the requirements of the Canadian Environmental Assessment Act the Recipient will follow the general environmental mitigation measures outlined in the document entitled "Screening under the Canadian Environmental Assessment Act" and any Project- specific environmental mitigation measures as communicated to the Recipient by the Government of Canada. 9: The Recipient acknowledges and agrees that the Government of Canada may, in its sole discretion, exercise OMAFRA's right to monitor the Project, perform audits and/or gather data pursuant to the terms and conditions of this Agreement. 10. The Recipient warrants that: a) it has not, nor has any person on its behalf, paid or provided or agree to pay or provide, to any person, directly or indirectly, a commission, contingency fee or any other consideration (whether monetary or otherwise) that is dependant upon the execution of the Agreement or the person arranging a meeting with any Public Office Holder as defined in the Lobbying Act; b) it will not, during the term of this Agreement, pay or provide or agree to pay or provide to any person, directly or indirectly, a commission, contingency fee or any other consideration (whether monetary or otherwise) that is dependant upon the person arranging a meeting with any Public Office Holder; c) any person who, for consideration, directly or indirectly, communicated with or arranged a meeting with any Public Office Holder, in respect of any aspect of this Agreement, prior to the execution of the Agreement, was in compliance with all requirements of the Lobbying Act, d) any person who, for consideration, directly or indirectly, during the term of this Agreement and in respect of any aspect of this Agreement, communicates with or arranges a meeting with any Public Office Holder will be in compliance with all requirements of the Lobbying Act and e) at all relevant time the Recipient has been, is and will remain in compliance with the Lobbying Acf. Page 30 of 44 ISF Contribution Agreement SCHEDULE "F" ADDJTIONAL PROVISIONS The Government of Ontario and the Recipient agree to the following additional provisions: 1. Further to Section 16 of Schedule "A ", notice can be given at the following addresses: (a) If to OMAFRA: Ministry of Agriculture, Food and Rural Affairs 1 Stone Road West, 4 Floor Guelph, Ontario N1G 4Y2 Phone: 1- 888 -466 -2372 Fax: (519) 826 -4336 E -Mail: bcf.cc @ontario.ca Attention: Dino Radocchia, Manager (b) If to the Recipient: City of Niagara Falls Box 1023, 4310 Queen St. Niagara Falls, ON L2E 6X5 Attention: John MacDonald, Chief Administrative Officer 2. Other provisions: 3. Other Reporting Requirements: 4. Useful Life of Project Infrastructure: [i.e., no. of years] Page 31 of 44 ISF Contribution Agreement SCHEDULE "G" COMMUNICATIONS REQUIREMENTS Unless specified otherwise in Schedule "F", for the purposes of this Schedule °G" the Recipient shall follow these communications requirements. Purpose of Schedule This Schedule describes the Recipient's responsibilities and financial obligations involved in the joint communications activities and products for the Project to recognize the contributions of the Government of Canada, the Government of Ontario and the Recipient. General Principles The Recipient agrees to work with ISF officials and other partners to undertake communication activities for the Project in an open, effective and proactive manner, ensuring equal recognition of all parties making a significant financial contribution to the Project. All parties making a significant financial contribution to the Project will receive equal recognition and prominence when logos, symbols, flags and other types of identification are incorporated into events, signs and plaques unless OMAFRA specifies otherwise. All events, signs and plaques will follow these Communications Requirements and any other requirements that may be specified by OMAFRA from time to time. Both official languages will be used for public information, signs and plaques in accordance with the Official Languages Act. The Recipient may produce information kits, brochures, public reports and Web pages providing information on the Project and Agreement for private- sector interest groups, contractors and members of the public. The Recipient will consult with the Governments of Canada and Ontario in preparing the content and look of all such material. All communications referencing the Governments of Canada and Ontario must be approved. Events The Recipient agrees that all Project - related milestone events, such as groundbreaking and ribbon- cutting ceremonies, will be organized in cooperation with the Governments of Canada and Ontario and any other parties making.a significant financial contribution to the Project. The Recipient will coordinate a mutually agreeable venue, date and time for the event in light of the availability of all participants. Unless agreed to in advance, no event should take place without at least fifteen (15) working days' notice to all Parties.. The Recipient may invite other elected officials and members of council. The Recipient should also invite local interested parties, such as contractors, architects, labour groups, and community leaders as early as possible, and in consultation with the Governments of Canada and Ontario, prior to the event. Page 32 of 44 ISF Contribution Agreement All written communications (invitations, public service announcements, posters, etc.) must indicate that the Project received Financial Assistance from the Governments of Canada and Ontario under the ISF. The Governments of Canada and Ontario will assist the Recipient in developing an agenda, news release, etc. All parties will approve and receive final copies. Federal, provincial and municipal flags should also be on display at all ISF events. The Table of Precedence for Canada, as established by Canadian Heritage (http : / /www.pch.gc.ca/pgm /teem- cced/prtcl /precedence- eng.cfm), or some other mutually acceptable protocol should be respected. Signs and Plaques The Recipient agrees to produce and install temporary and permanent Project signage to communicate the nature of the Project and the involvement of the Governments of Canada and Ontario and the Recipient, as outlined in the ISF Style Guide. Generally, the Recipient must ensure that the design wording and specifications for signage are in accordance with federal and provincial visual identity guidelines, available on the ISF website at www.BCFontario.ca. Temporary signs must be removed within 90 days of project completion. Eligible Costs The Recipient will pay the costs of preparing and delivering communications activities and products, including the organization of special events and the production of signage. These costs are deemed to be Eligible Costs under the Agreement as specified below. For the purposes of events, Eligible Costs include the following: • Printing and mailing invitations • Light refreshments, such as coffee, tea, juice, donuts, muffins, snacks • Draping for plaque unveiling • Project material for display and /or media kit • Temporary signage • Rentals such as: • flagpoles • stage • chairs • podium • PA system The cost of certain items such as alcoholic beverages, china, tents, waiters, .guest mileage or transportation, wine glasses, lamps, tea wagons, plants, photographers and gifts are not Eligible Costs. For the purposes of signage, Eligible Costs include the following: Page 33 of 44 ISF Contribution Agreement - Maximum costs of $2,250 for a small sign and $4,250 for a large sign - Maximum costs of $2,500 for a permanent plaque Page 34 of 44 !SF Contribution Agreement Reniptent Named l t Number. e we N SCHEDULE "H" EXPENDITURE AND JOB CREATION REPORT theff< eet�ilyuna �e�firtiui gi3rit� ±f�Fttfii'aahvstptQ fiEafitS;i�it tt ciN R3 ,:lobs reeled: staff 't bl titiiY'aoWfd EioiYCffQo oftl7 TJM P :F'W D =tfi eRarDftOnt CAtifintiVaal104 . pfdase k# Page 35 of 44 A o Nset+bon atTkin.porart ' Jobs P.realoaactaaitarlahaat bats Faes .. .. ttu�TRdt�ta��3aFt &Faawr !SF Contribution Agreement Reniptent Named l t Number. e we N SCHEDULE "H" EXPENDITURE AND JOB CREATION REPORT theff< eet�ilyuna �e�firtiui gi3rit� ±f�Fttfii'aahvstptQ fiEafitS;i�it tt ciN R3 ,:lobs reeled: staff 't bl titiiY'aoWfd EioiYCffQo oftl7 TJM P :F'W D =tfi eRarDftOnt CAtifintiVaal104 . pfdase k# Page 35 of 44 E 1 rn cn w� o s- o 0 = 0.. coc m E 1 L : -Ang en' WP MICE ANlerd{Ie. Fie lumberfiluntrode dossier fiajeQ e ngom:pu rojel 844414. "44WsVEOP!,a s9bk 4!V_rS: - • 50141 _R4441. :CO4fir44 414141xkiWNe1 4 ISF Contribution Agreement SCHEDULE "J" FINAL REPORT 10 AO 40,, !NOW FI4A0,1fAH Le FSiSSxfirettinuia€ on to leftesit'aafSre f rs *tete idle/!Re "!'l g e , aawrilt. aSed¢. MOOSerti eamennseatiPrusuen '.4440444 Page 37 of 44 ISF Contribution Agreement Name: SCHEDULE "K" SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION in1he.r vitt4f of ;at t1 Rite eftgeee. 80:0101400,10:91.00 nght otOntrte, Seprigm$M046,1101.10 1, f` [ + Q ofraotkowoSci '¢h Mrh1.5falAgfcgftUtt Fop{i 2rii iad AtairsCnit `stenett _ fehone rt3i:�a s, dU adorn) � � ": at�as fidioWSi � � s rharfam tte Mb 4eperitTer‘eraanizsiian ancfas: 2 T1tUte'ti4.ti awe*, - Uf`11t$ti'M%:t:iiteNSijtYed trepinhas�t0.tiot3. rt ilFICOWnettAidO104, dated 2CE ThailliettiletildtiraftratirydrStitiffentiithir aangaie ;rwsxrinnif* by -Mardi '3f:f 4 : 'Tt7a O a *a,5 ttitictc4t Y (ole p Nr e dopornaen • 1 Ott • ipTSt i grataX Pr St 01 a 4 p tittiafif_+e L 'f 000000.41u1h: 'tgae:o irsab©ns* rid host i»a`r!! ghfOff t4Wpns: an4 i1a` , rFrdtarer r rtentai Iegielatiws, $tid a ipttprigteiti itrgattgri 01.4: tic x :Ontetititbit 7iite: M emo Page 38 of 44 ISF Contribution Agreement SCHEDULE "L" ABORIGINAL CONSULTATION PROTOCOL PART L.1 1.0 Responsibilities of the Recipient 1.1 The Recipient shall immediately notify Ontario: (i) of contact by any Aboriginal Groups regarding the Project; or (ii) if any Aboriginal archaeological resources are discovered in the course of the Project, and in either case, Ontario may direct the Recipient to take such actions, including without limitation suspension of the Project, as Ontario may require. The Recipient shall comply with Ontario's direction. 1.2 The Recipient shall provide in any contracts with third parties for the Recipient's right and ability to respond to direction from Ontario as Ontario may provide in accordance with section 1.1. PART L.2. 1.0 Purpose The purpose of this Aboriginal Consultation Protocol is to set out the responsibilities of Ontario and the Recipient in relation to consultation with Aboriginal Groups on the Project, and to delegate procedural aspects of consultation from Ontario to the Recipient. 1.1 Definitions For the purposes of this Schedule L.: "S. 35 Duty" means any duty Ontario may have to consult and, where appropriate, accommodate Aboriginal Groups in relation to the Project flowing from Section 35 of the Constitution Act, 1982. 2.0 Responsibilities of Ontario 2.1 Ontario is responsible for: determining the Aboriginal Groups to be consulted in relation to the Project, if any, and advising the Recipient of same; (ii) the preliminary and ongoing assessment of the depth of consultation required with the Aboriginal Groups; (i) Page 39 of 44 ISF Contribution Agreement (iii) at its discretion, delegating procedural aspects of consultation to the Recipient pursuant to this Agreement; (iv) directing the Recipient to take such actions, including without limitation suspension of the Project, as Ontario may require; (v) satisfying itself, where it is necessary to do so, that the consultation process in relation to the Project has been adequate and the Recipient is in compliance with this Agreement; and (vi) satisfying itself, where any Aboriginal or treaty rights and asserted rights of Aboriginal Groups require accommodation, that Aboriginal Groups are appropriately accommodated in relation to the Project . 3.0 Responsibilities of the Recipient 3.1 The Recipient hereby acknowledges that, for the purposes of any S. 35 Duty borne by Ontario, the Recipient is Ontario's delegate and in this capacity is responsible for carrying out the procedural aspects of consultation delegated to it by Ontario pursuant to this Agreement. 3.2 The Recipient is responsible for: (i) giving notice to the Aboriginal Groups regarding the Project, if such notice has not already been given by the Recipient or Ontario; (ii) informing the Aboriginal Groups about the Project and providing to the Aboriginal Groups a full description of the Project unless such description has been previously provided to them; (iii) following up with the Aboriginal Groups in an appropriate manner to ensure that Aboriginal Groups are aware of the opportunity to express comments and concerns about the Project, including any concerns regarding adverse impacts on hunting, trapping, fishing, plant harvesting or on burial grounds or archaeological sites of cultural significance to the Aboriginal Community; (iv). informing the Aboriginal Groups of the regulatory and approval processes that apply to the Project of which the Recipient is aware after reasonable inquiry; (v) maintaining the Aboriginal Groups on the Recipient's mailing lists of interested parties for environmental assessment and other purposes and providing to the Aboriginal Groups all notices and communications that the Recipient provides to interested parties and any notice of completion; (vi) making all reasonable efforts to build a positive relationship with the Aboriginal Groups in relation to the Project; (vii) providing the Aboriginal Groups with reasonable opportunities to meet with appropriate representatives of the Recipient and meeting with the Aboriginal Groups Page 40 of 44 ISF Contribution Agreement to discuss the Project; (viii) if appropriate, providing reasonable financial assistance to Aboriginal Groups to permit effective participation in consultation processes for the Project; (x) considering comments provided by the Aboriginal Groups regarding the potential impacts of the Project on Aboriginal or treaty rights or asserted rights, including adverse impacts on hunting, trapping, fishing, plant harvesting or on burial grounds or archaeological sites of cultural significance to an Aboriginal Community, or on other interests, or any other concerns or issues regarding the Project; (xi) answering any questions to the extent of the Recipient's ability and receiving comments from the Aboriginal Groups, notifying Ontario of the nature of the questions or comments received and maintaining a chart showing the issues raised by the Aboriginal Groups and any responses the Recipient has provided; (xii) where an Aboriginal Community asks questions regarding the Project directly of Ontario, providing Ontario with the information reasonably necessary to answer the inquiry, upon Ontario's request; (xiii) subject to section 3.2 (xiv), where appropriate, discussing with the Aboriginal Groups potential accommodation, including mitigation of potential impacts on Aboriginal or treaty rights, asserted rights or associated interests regarding the Project and reporting to Ontario any comments or questions from the Aboriginal Groups that relate to potential accommodation or mitigation of potential impacts; (xiv) consulting with Ontario during all discussions with Aboriginal Groups regarding accommodation measures; if applicable, and presenting to Ontario for the purposes of section 2.1 (v) hereof, the results of such discussions prior to implementing any applicable accommodation measures; and (xv) complying with Ontario's direction to take any actions, including without limitation suspension of the Project, as Ontario may require. 3.3 The Recipient hereby acknowledges that, notwithstanding Section 3.1 above, Ontario, any provincial ministry having an approval role in relation to the Project, or any responsible regulatory body, official, or provincial decision- maker, may participate in the matters and processes enumerated therein as they deem necessary. 3.4 The Recipient will carry out the following functions in relation to record keeping, information sharing and reporting to Ontario: (i) provide to Ontario, upon request, complete and accurate copies of all documents provided to the Aboriginal Groups in relation to the Project; (11) keep reasonable business records of all its activities in relation to consultation and provide Ontario with complete and accurate copies of such records upon request; (iii) provide Ontario with timely notice of any Recipient mailings to, or Recipient Page 41 of 44 !SF Contribution Agreement (vi) immediately notify Ontario if any Aboriginal archaeological resources are discovered in the course of the Project; 4.0 No Implicit Acknowledgement meetings with, the representatives of any Aboriginal Community in relation to the Project; (iv) immediately notify Ontario of any contact by any Aboriginal Groups regarding the Project and provide copies to Ontario of any documentation received from Aboriginal Groups; (v) advise Ontario in a timely manner of any potential adverse impact of the Project on Aboriginal or treaty rights or asserted rights of which it becomes aware; (vii) provide Ontario with summary reports or briefings on all of its activities in relation to consultation with Aboriginal Groups, as may be requested by Ontario; and (viii) if applicable, advise Ontario if the Recipient and an Aboriginal Community propose to enter into an agreement directed at mitigating or compensating for any impacts of the Project on Aboriginal or treaty rights or asserted rights. 3.5 The Recipient shall, upon request lend assistance to Ontario by filing records and other appropriate evidence of the activities undertaken both by Ontario and by the Recipient in consulting with Aboriginal Groups in relation to the Project, attending any regulatory or other hearings, and making both written and oral submissions, as appropriate, regarding the fulfillment of Aboriginal consultation responsibilities by Ontario and by the Recipient, to the relevant regulatory or judicial decision - makers. 4.1 Nothing in this Agreement shall be construed as an admission, acknowledgment, agreement or concession by Ontario or the Recipient, that a S. 35 Duty applies in relation to the Project, nor that any .responsibility set out herein is, under the Constitution of Canada, necessarily a mandatory aspect or requirement of any S. 35 Duty, nor that a, particular aspect of consultation referred to in Section 3.1 hereof is an aspect of the S. 35 Duty that could not have lawfully been delegated to the Recipient had the Parties so agreed. 5.0 General 5.1 This Agreement shall be construed consistently with but does not substitute for any requirements or procedures in relation to Aboriginal consultation or the S. 35 Duty that may be imposed by a ministry, board, agency or other regulatory decision -maker acting pursuant to laws and regulations. Such decision - makers may have additional obligations or requirements. Nonetheless, the intent of Ontario is to promote coordination among provincial ministries, boards and agencies with roles in consulting with Aboriginal Groups so that the responsibilities outlined in this Agreement may be fulfilled efficiently and in a manner that avoids, to the extent possible, duplication of effort by Aboriginal Groups, the Recipient, .Ontario, and provincial ministries, boards, agencies and other regulatory decision- makers. Page 42 of 44 ISF Contribution Agreement 6.0 Notice and Contact 6.1 All notices to Ontario pertaining to this Schedule shall be in writing and shall be given by facsimile or other means of electronic transmission or by hand or courier delivery. Any notice to Ontario shall be addressed as follows: Ministry of Agriculture, Food and Rural Affairs 1 Stone Road West, 4 Floor Guelph, Ontario N1G 4Y2 Phone: 1- 888 -466 -2372 Fax: (519) 826 -4336 Email: bcf.cc @ontario.ca Attention: Dino Radocchia, Manager Page 43 of 44 ISF Contribution Agreement Page 44 of 44 CITY OF NIAGARA FALLS By -law No. 2009 - A by -law to authorize the execution of an Agreement with Her Majesty the Queen in right of Canada, respecting the Accreditation Program for the City's Drinking Water Systems. THE COUNCIL OF THE CORPORATION OF THE CITY OF NIAGARA FALLS ENACTS AS FOLLOWS: 1. An Agreement dated September 2, 2009 and made between Her Majesty the Queen in right of Canada, as represented by the Minister of Public Works and Government Services acting through the Canadian General Standards Board, as Canada, and the City, as the Operating Authority, respecting the Accreditation Program for the City's Drinking Water Systems, as attached hereto, is hereby approved and authorized. 2. The Mayor and Clerk are hereby authorized to execute the said Agreement. 3. The Clerk is hereby authorized to affix the corporate seal thereto and to deliver the said Agreement. Passed this fourteenth day of September, 2009. DEAN IORFIDA, CITY CLERK R. T. (TED) SALCI, MAYOR First Reading: Second Reading: Third Reading: September 14, 2009. September 14, 2009. September 14, 2009. THIS AGREEMENT made in triplicate as of the 2 day of September, 2009. BETWEEN AND Her Majesty the Queen in right of Canada, as represented by the Minister of Public Works and Government Services acting through the Canadian General Standards Board (hereinafter referred to as "Canada ") Niagara Falls, (a municipality incorporated under the laws of the Province of Ontario / (a corporation incorporated under the laws of the Province of Ontario / Canada, and having its head office in 6410 Queen Street Niagara Falls (hereinafter "the Operating Authority") AGREEMENT FOR THE ACCREDITATION OF THE OPERATING AUTHORITY OF MUNICIPAL DRINKING WATER SYSTEMS WHEREAS Canada, as represented by the Minister of Public Works and Government Services, has made the Canadian General Standards Board (hereinafter "the CGSB ") responsible for the administration of certain accreditation programs; AND WHEREAS the CGSB has further to its mandate established an accreditation program for the purpose of ascertaining whether a party is capable of meeting the requirements under the Accreditation Program for Operating Authorities of Municipal Drinking Water Systems (hereinafter "the Accreditation Program "); AND WHEREAS the Operating Authority wishes to participate in and be listed under the Accreditation Program with respect to those of its Drinking Water Systems that are listed in the attached Schedule `B "; AND WHEREAS the Operating Authority has made an Application to Canada representing that its services meet the requirements of Ontario's Drinking Water Quality Management Standard (hereinafter "the Standard ") as well as the Program Handbook for the Accreditation of Operating Authorities — Municipal Drinking Water Systems (hereinafter "the Handbook "); AND WHEREAS Canada is prepared to list the Operating Authority under the Accreditation Program upon the terms and conditions and for the consideration set out herein; NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, Canada and the Operating Authority (hereinafter collectively "the Parties ") agree as follows: 1. This non - exclusive Accreditation shall be for a term of three (3) years commencing the 23rd day of June 2009 and expiring on the 23` day of June 2012. 2. The following listed documents form part of and are incorporated into this Agreement as fully and effectively as if they were set forth at length in this Agreement: a. These articles of Agreement; b. Schedule "A" — "Operating Authority's Application for Accreditation "; c. The Handbook d. Schedule `B" — "Operating Authority's Drinking Water Systems and Facilities ". In the event of any discrepancies, inconsistencies or ambiguities in the wording of these documents, the wording of the document that first appears on the above list shall prevail. In the event that a document on the above list is internally inconsistent or ambiguous, the wording that first appears in the document shall prevail over any subsequent wording in the document. Application 3. Canada declares, and the Operating Authority acknowledges, that Canada's decision to enter into this Agreement is based in part upon the Operating Authority's representations and undertakings that are set out in the Operating Authority's Application for Accreditation submitted by the Operating Authority. Listing in the Accreditation Program 4. During the term of this Agreement and subject to the conditions set out herein, Canada shall list the Operating Authority as a participant in the Accreditation Program provided that the Operating Authority satisfies on an ongoing basis the terms, conditions and other requirements of the Agreement of the Accreditation Program as detailed in the Handbook. 5. The Operating Authority agrees and covenants that it will comply with and perform all its obligations in accordance with the terms, conditions, specifications, representations, undertakings and other requirements of this Agreement, the Standard and the Handbook, during the term of this Agreement and for all its drinking water systems and facilities listed at Schedule "B ", which may be amended from time to time through mutual agreement of CGSB and the Operating Authority, including taking responsibility for ensuring that: a. the Operating Authority continues to respect the representations made in the Operating Authority' s Application for Accreditation (Schedule "A ") throughout the term of this Agreement; and b. the Operating Authority reports to the CGSB, without any delay, any changes to its operations, facilities and procedures, or any other changes relative to its representations made in the Operating Authority Application for Accreditation (Schedule "A "). 6. Canada also reserves the right to change the Handbook at any time. If Canada amends the Handbook, the Operating Authority will be notified that a new revision of the Handbook has been released, and it will be the sole responsibility of the Operating Authority to retrieve and implement the most current revision of the Handbook. If required, the Operating Authority will be given reasonable time to implement associated changes to its operations, facilities and procedures that are needed to conform to these amendments. After this time, Canada may require that the Operating Authority confirm in writing that it conforms to the revised Handbook. Failure to bring a listed facility into conformance with the revised Handbook within the time given for implementation shall be, at the option of Canada, either grounds for de- listing or a default under this Agreement. 7. Similarly, the Province of Ontario may amend the Standard at any time. It is the sole responsibility of the Operating Authority to ensure that they monitor and conform to the most current revision of the Standard. If required, the Operating Authority will be given reasonable time to implement associated changes to its operations, facilities and procedures that are needed to conform to these amendments. After this time, Canada may require that the Operating Authority confirm in writing that it conforms to the revised Standard. Failure to bring a listed facility into conformance with the revised Standard within the time given for implementation shall be, at the option of Canada, either grounds for de- listing or a default under this Agreement. 2 Withdrawal and/or Termination by the Operating Authority 8. The Operating Authority may, at any time, inform Canada in writing that it is withdrawing from the Accreditation Program. The Operating Authority shall no longer use the CGSB accreditation number. Upon the Operating Authority's formal withdrawal from the Accreditation Program, Canada shall not be obligated to repay any payment or portion of any payment made by the Operating Authority that corresponds to a period of time extending beyond the withdrawal from the Accreditation Program. The Operating Authority may, at the option of the Operating Authority, terminate this Agreement by giving sixty (60) days' written notice to Canada in the manner set forth and at the address listed at Article 28. Significance of Accreditation 9. The Operating Authority understands and agrees that Canada's execution of this Agreement and Canada's listing of the Operating Authority as a participant in the Accreditation Program means that the Operating Authority has demonstrated to the satisfaction of Canada that it is capable of conforming to the requirements of the Handbook and those of the Standard. The Operating Authority shall make no other implied or express representations as to the meaning of such a listing. The Operating Authority understands and agrees that the listing of the Operating Authority under the Accreditation Program in no way relieves the Operating Authority of the duty to uphold the laws and regulations applicable to the industry and to maintain a continuing, systematic and diligent program and a quality management system to ensure that the Operating Authority meets or exceeds the requirements of the Handbook and the Standard. Agreement to use the CGSB Accreditation number 10. During the term of this Agreement and subject to the terms and conditions set out herein, Canada hereby grants the Operating Authority the right to use the CGSB accreditation number in accordance with Section 10 of the Handbook, "Use of the CGSB name and Accreditation number ". 11. Canada shall have the right to preview and approve the use of its name, the CGSB accreditation number or any other representation of its Accreditation Program before publication, printing or other use by the Operating Authority. This right includes the right to preview any other claim or representation made by the Operating Authority in or on advertising, promotional materials or labels that have not been assessed and listed by Canada. 12. The Operating Authority acknowledges that the CGSB accreditation number is the exclusive property of Canada and that all use of the CGSB accreditation number by the Operating Authority shall inure to the benefit of Canada. If Canada notifies the Operating Authority that it objects to a use of the CGSB accreditation number by the Operating Authority, the Operating Authority will have to cease such use immediately. The Operating Authority agrees that it will do nothing inconsistent with Canada's ownership of and title to the CGSB accreditation number, or with the rights provided to the Operating Authority under this Agreement regarding the CGSB accreditation number. Nothing in this Agreement shall give the Operating Authority any right, title or interest in the CGSB accreditation number other than the right to use the number in accordance with this Agreement. 13. The failure of the Operating Authority to conform to the terms, conditions and covenants contained in this Agreement shall entitle Canada, acting reasonably at its sole discretion, to terminate the Agreement. The Operating Authority agrees that the breach of any term, condition or covenant contained in Section 10 of the Handbook, "Use of the CGSB name and Accreditation number ", or Articles 10 to 13 of this Agreement, or any use of the CGSB accreditation number without 3 Canada's prior consent, will cause irreparable injury to Canada. The Operating Authority therefore agrees, in the event of any such breach, and notwithstanding any provision to the contrary in this Agreement, that it will not oppose Canada's request to a court of competent jurisdiction for injunctive relief preventing the Operating Authority's continued use of the CGSB accreditation number. 14. The Operating Authority shall immediately notify Canada of any apparent infringement of or challenge or claim by any person relating to the CGSB accreditation number. Canada shall have the exclusive right to control as it sees fit, in its sole discretion, any settlement, litigation or other proceeding relating to such infringement, challenge or claim or otherwise relating to the CGSB accreditation number Accreditation Program Fees 15. Each year during the term of this Agreement, in consideration of the non - exclusive accreditation granted by Canada hereby, and in consideration of Canada's activities relating to its management of the Accreditation Program and its listing of the Operating Authority as a participant, the Operating Authority shall pay to Canada fees and charges as detailed at Section 9, "Costing ", of the Handbook. 16. Payment of the said fees and charges shall be made in the manner set forth at Section 9, "Costing ", of the Handbook. Interest on Late Payments 17. The Operating Authority shall be liable to pay to Canada simple interest at the Bank Rate, plus one and one quarter percent (1.25 %), on any overdue amount from the date such amount became overdue until the date prior to the date of payment, inclusively. 18. For the purposes of Article 17 a. an amount is "due and payable" when it is due and payable by the Operating Authority to Canada pursuant to the terms of this Agreement; b. an amount is "overdue" when it is unpaid on the first day following the day that it is due and payable; c. "date of payment" means the date on which the payment of the fees and charges detailed in Section 9, "Costing ", of the Handbook is received by Canada; and d. `Bank Rate" means the prevailing discount rate of interest set by the Bank of Canada at the opening of business on the date the amount of the fees and charges detailed in Section 9, "Costing ", of the Handbook become overdue. Termination for Default 19. Canada may terminate this Agreement upon giving written notice to the Operating Authority in the event that a. the Operating Authority fails, refuses or neglects, or is unable to comply with any of the provisions of this Agreement; b. the Operating Authority fails to comply with the provisions of its Application for Accreditation (Schedule "A "); c. the Operating Authority fails to comply with the requirements of the Standard or the Handbook; 4 d. the Operating Authority fails to respect any of the time periods stipulated, referred to or set in accordance with this Agreement; or e. any amount payable by the Operating Authority to Canada under the terms of this Agreement remains unpaid for more than sixty (60) days. 20. This Agreement shall terminate without notice, and all rights accorded to the Operating Authority under this Agreement shall be terminated, if the Operating Authority a. applies for or consents to the appointment of a receiver, receiver manager, trustee or liquidator for itself or any of its property; b. is unable or admits its inability to pay its debts as they become due; c. makes a general assignment for the benefit of creditors; d. is adjudicated bankrupt or insolvent; or e. files a voluntary petition in bankruptcy or a petition seeking reorganization or arrangement with creditors; takes advantage of any insolvency law; admits to the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; initiates a corporate action to effect any of the foregoing; or if an order is made or a resolution passed for the winding up of the Operating Authority. 21. The Operating Authority shall be liable to Canada for all loss and damage that may be suffered by Canada by reason of any default on the part of the Operating Authority. 22. Notwithstanding anything herein to the contrary, upon termination of this Agreement for any reason of default by the Operating Authority, all fees and charges that are owing pursuant to the terms of this Agreement shall immediately become due and payable, and in no event shall Canada become obligated to repay any payment made or any portion of a payment that has been made and that corresponds to a period of time that extends beyond the date of termination by reason of default. Termination by Canada 23. Canada may, at the option of Canada, and in addition to the provisions of Article 20 herein, terminate this Agreement by giving sixty (60) days' written notice to the Operating Authority in the manner set forth and at the address listed at Article 28. 24. In the event Canada terminates this Agreement for any reason other than the Operating Authority's default in respecting any of its obligations hereunder, the annual Program Management charges will be prorated according to the number of days of the then current year during which this Agreement is in effect, and the remaining portion for that year will be reimbursed to the Operating Authority. In the event, however, that the Operating Authority terminates this Agreement pursuant to Article 8 hereof, then the Operating Authority shall not be entitled to any reimbursement. Indemnity 25. Without limiting Canada's remedies and recourses at law, the Operating Authority covenants and agrees to indemnify and save harmless Canada, the Minister of Public Works and Government Services Canada and their servants and agents from and against 5 a. any damages, costs or expenses or any claim, action, suit or other proceeding that they or any of them may at any time incur or suffer as a result of or arising out of any injury to persons (including injuries resulting in death) or loss of or damage to property of others that may be or be alleged to be caused by or suffered as a result of i. the Operating Authority's operations, facilities and procedures; ii. the provision of a service by or for the Operating Authority and in connection with which the CGSB accreditation number is used, whether such use is authorized or unauthorized; or iii. any other act or omission of the Operating Authority; b. any and all liability, loss, cost, damages, legal fees and expenses of whatever kind or nature that Canada may sustain or incur by reason or in consequence of any act or omission of the Operating Authority in respect of the right granted herein to use the CGSB accreditation number or display the certificate issued by Canada, or the right to use or the use of the CGSB accreditation number in connection with any product and/or facilities, whether authorized or unauthorized; and c. any reasonable costs that may be sustained or incurred by Canada in making any investigation on account of any such liability, loss, cost, damage, legal fees or expenses in defending or prosecuting any action, suit or other proceeding that may be brought in connection therewith or in obtaining a release from liability in connection therewith, or in enforcing any of the obligations herein contained. Canada shall give notice to the Operating Authority of any claim, action, suit or proceeding referred to above. To the extent requested by the Attorney General of Canada, the Operating Authority shall, at its own expense, participate in or conduct the defense of any such claim, action, suit or proceeding and any negotiations for settlement of the same, but the Operating Authority shall not be liable to indemnify Canada for payment of any settlement unless it has consented to the settlement. Assianment 26. This Agreement is personal to the Operating Authority and shall not be assigned or otherwise encumbered by the Operating Authority or by operation of law, in whole or in part. Any purported assignment or encumbrance of this Agreement by the Operating Authority shall be null and void. Time is of the Essence 27. Time shall be of the essence of this Agreement. Notice 28. a. Any notice shall be in writing and may be delivered by hand or sent by e-mail, by courier, by registered mail or by facsimile or other electronic means that provides a paper record of the text of the notice, and addressed to the Party for whom it is intended at the address set out below. Any notice shall be deemed to be effective on the day it is received at that address. 6 For the Operating Authority, to: DWQMS Coordinator Corporation of the City of Niagara Falls 6410 Queen Street Niagara Falls, ON L2E 6X5 For Canada, to: Manager, Conformity Assessment Division Canadian General Standards Board 11 Laurier Street, Place du Portage Phase III, 6B1 Gatineau, Quebec (Canada) K1A 1G6 b. Either party may, by written notice to the other, change its address for purposes of this article. In the event that any notice sent to the address set out in this article, or in the latest address change notice received by the party sending the notice, shall be returned undelivered by reason of the fact that the party to whom it was addressed has moved or does not occupy the designated address, such notice shall nevertheless be deemed to have been received by such party on the date it was sent. Miscellaneous 29. This Agreement shall be governed by and construed in accordance with the laws in effect in the Province of Ontario. 30. No member of the House of Commons shall be admitted to any share or part of this Agreement or to any benefit to arise therefrom. 31. a. The Operating Authority certifies that it has not, directly or indirectly, paid or agreed to pay and agrees that it will not, directly or indirectly, pay a contingency fee for the solicitation, negotiation or obtaining of the Agreement to any person other than an employee of the Operating Authority acting in the normal course of the employee's duties. In this article, "contingency fee" means any payment or other compensation that depends or is calculated on the basis of a degree of success in soliciting, negotiating or obtaining the Agreement, and "person" includes any individual who is required to file a return with the Commissioner of Lobbying pursuant to section 5 of the Lobbying Act, 1985, c. 44 (4th Supp.); "employee" means a person with whom the Operating Authority has an employer - employee relationship; and "person" means an individual or a group of individuals, a corporation, a partnership, an organization, an association and, without restricting the generality of the foregoing, any individual who is required to file a return with the Commissioner of Lobbying pursuant to section 5 of the Lobbying Act, 1985, c. 44 (4th Supp.) as the same may be amended from time to time. b. All accounts and records of the Operating Authority pertaining to payment of fees or other compensation for the solicitation, negotiation or obtaining of this Agreement shall be open to audit, inspection and examination by the authorized representatives of the CGSB, who may make copies and take 7 extracts therefrom. The Operating Authority shall provide all facilities for such audits and inspections and shall furnish all such information as the representatives of the CGSB may from time to time require with respect to such accounts and records. c. If the Operating Authority certifies falsely under this article or is in default of the obligations contained herein, the CGSB may either terminate this Agreement for default in accordance with the termination for default provisions of the Agreement or recover from the Operating Authority the full amount of the contingency fee. 32. a. Persons in Canada, and Canadians outside of Canada, are bound by economic sanctions imposed by Canada. Details on existing sanctions can be found at www.dfait- maeci.gc.ca/trade /sanctions- en.asp. b. The Operating Authority undertakes and agrees that it will, in the performance of this Agreement, comply with any such regulations that are in force on the effective date of the Agreement. c. The Operating Authority must comply with changes to such regulations imposed during the period of the Agreement. The Operating Authority must immediately advise Canada if it is unable to abide by the terms of the Agreement or the other documents listed at Article 2 of this Agreement, as a result of the imposition of economic sanctions against a country or person or the addition of a good or service to the list of sanctioned goods or services. If the Parties cannot agree on a workaround plan, the Agreement will be terminated. 33. This Agreement represents the entire agreement between Canada and the Operating Authority relating to the subject matter of the Agreement and supersedes all previous negotiations, communications and other agreements, whether written or oral, relating to it, unless they are incorporated by reference in the Agreement. There are no terms, covenants, representations, statements or conditions binding on the Parties other than those contained in the Agreement. 34. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assignees of Canada and of the Operating Authority. 35. All of the Operating Authority's representations and warranties set out in this Agreement as well as the provisions concerning indemnity against third party claims shall survive the expiry of the Agreement or the termination of the Agreement for default, for convenience or by mutual consent, as shall any other provision of the Agreement that, by the nature of the rights or obligations set out therein, might reasonably be expected to be intended to so survive. 36. No amendment or modification to this Agreement shall be valid and binding unless it is incorporated into the Agreement by written amendment executed by the authorized representatives of both Canada and the Operating Authority. 37. No waiver shall be valid, binding or affect the rights of the Parties unless their respective authorized representatives make it in writing. The waiver by a Party of a breach of any term or condition of the Agreement shall not prevent the enforcement of that term or condition by that Party in the case of a subsequent breach, and shall not be deemed or constitute a waiver of any subsequent breach. Every right, remedy, power and discretion vested in or acquired by Canada under this Agreement or by law shall be cumulative and non - exclusive. 8 IN WITNESS WHEREOF this Agreement has been duly executed on behalf of HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented by the Minister of Publics Works and Government Services acting through the Canadian General Standards Board, and has been duly executed on behalf of Niagara Falls, the Operating Authority, by its duly authorized officer effective the day and year first above written. MINISTER OF PUBLIC WORKS AND GOVERNMENT SERVICES (as represented by and acting through the Canadian General Standards Board) CGSB Manager, Conformity Assessment Division OPERATING AUTHORITY Name /title (Print) Name (Sign) Date Witness Name /title (Print) Witness Name (Sign) Date SCHEDULE "A" APPLICATION AND UNDERTAKING As per the signed application dated the 28th day of April, 2009. 10 DRINKING WATER SYSTEMS AND FACILITIES Drinking Water System Name(s) / Address(es): Accreditation Number. OAP -068 Drinking -Water System Address: Corporation of the City of Niagara Falls 6410 Queen Street Niagara Falls, ON L2E 6X5 SCHEDULE `B" 11 A by -law to authorize the execution of an Agreement with Oakwood Place Shopping Centre Limited, Canadian Tire Real Estate Limited, McLeod Square Inc., Cookshire Developments Inc., Hamburg Honda Corporation, Scott Group of Companies Inc., The TDL Group Corp., the Regional Municipality of Niagara and the City of Niagara Falls, respecting the funding of road improvements at the McLeod Road and Queen Elizabeth Way interchange. THE COUNCIL OF THE CORPORATION OF THE CITY OF NIAGARA FALLS ENACTS AS FOLLOWS: 1. An Agreement made between Oakwood Place Shopping Centre Limited, Canadian Tire Real Estate Limited, McLeod Square Inc., Cookshire Developments Inc., Hamburg Honda Corporation, Scott Group of Companies Inc., The TDL Group Corp., the Regional Municipality of Niagara and the City of Niagara Falls, respecting the funding of road improvements at the McLeod Road and Queen Elizabeth Way interchange, as attached hereto, is hereby approved and authorized. 2. The Mayor and Clerk are hereby authorized to execute the said Agreement. 3. The Clerk is hereby authorized to affix the corporate seal thereto and to deliver the said Agreement. Passed this fourteenth day of September, 2009. DEAN IORFIDA, CITY CLERK R. T. (TED) SALCI, MAYOR First Reading: Second Reading: Third Reading: September 14, 2009. September 14, 2009. September 14, 2009. CITY OF NIAGARA FALLS By -law No. 2009 - CITY OF NIAGARA FALLS By -law No. 2009 - A by -law to adopt, ratify and confirm the actions of City Council at its meeting held on the 14t day of September, 2009. WHEREAS it is deemed desirable and expedient that the actions and proceedings of Council as herein set forth be adopted, ratified and confirmed by by -law. NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE CITY OF NIAGARA FALLS ENACTS AS FOLLOWS: 1. The actions of the Council at its meeting held on the 14 day of September, 2009 including all motions, resolutions and other actions taken by the Council at its said meeting, are hereby adopted, ratified and confirmed as if they were expressly embodied in this by -law, except where the prior approval of the Ontario Municipal Board or other authority is by law required or any action required by law to be taken by resolution. 2. Where no individual by -law has been or is passed with respect to the taking of any action authorized in or with respect to the exercise of any powers by the Council, then this by -law shall be deemed for all purposes to be the by -law required for approving, authorizing and taking of any action authorized therein or thereby, or required for the exercise of any powers thereon by the Council. 3. The Mayor and the proper officers of the Corporation of the City of Niagara Falls are hereby authorized and directed to do all things necessary to give effect to the said actions of the Council or to obtain approvals where required, and, except where otherwise provided, the Mayor and the Clerk are hereby authorized and directed to execute all documents arising therefrom and necessary on behalf of the Corporation of the City of Niagara Falls and to affix thereto the corporate seal of the Corporation of the City of Niagara Falls. Passed this fourteenth day of September, 2009. DEAN IORFIDA, CITY CLERK R. T. (TED) SALCI, MAYOR First Reading: Second Reading: Third Reading: September 14, 2009 September 14, 2009 September 14, 2009